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d. If Consultant is or employs a licensed professional such as an architect or engineer:
<br />Professional liability (errors and omissions) insurance, with a combined single limit of not
<br />less than $1,000,000 per claim with $2,000,000 in the aggregate.
<br />e. The following requirements apply to the insurance to be provided by Consultant pursuant
<br />to this section:
<br />i. Consultant shall maintain all insurance required above in full force and effect for
<br />the entire period covered by this Agreement.
<br />ii. Certificates of insurance shall be furnished to the City upon execution of this
<br />Agreement and shall be approved by the City.
<br />iii. Certificates and policies shall state that the policies shall not be canceled or
<br />reduced in coverage or changed in any other material aspect without thirty (30)
<br />days prior written notice to the City.
<br />iv. Where the amounts or coverage provided by the certificates of insurance provides
<br />coverage greater than those listed by this Agreement, the amounts provided by the
<br />certificates of insurance shall be incorporated by reference into the Agreement.
<br />V. Consultant shall supply City with a fully executed additional insured endorsement.
<br />f. If Consultant fails or refuses to produce or maintain the insurance required by this section
<br />or fails or refuses to furnish the City with required proof that insurance has been procured
<br />and is in force and paid for, the City shall have the right, at the City's election, to forthwith
<br />terminate this Agreement. Such termination shall not affect Consultant's right to be paid
<br />for its time and materials expended prior to notification of termination. Consultant waives
<br />the right to receive compensation and agrees to indemnify the City for any work performed
<br />prior to approval of insurance by the City.
<br />7. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages,
<br />just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including
<br />death, and claims for property damage, which may arise from the negligent operations of the Consultant,
<br />its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services
<br />described in section I of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from
<br />this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason
<br />of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement.
<br />The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City,
<br />including fees and costs for special counsel to be selected by the City, regarding any action by a third party
<br />challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
<br />effects arising from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services
<br />are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by
<br />Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness,
<br />or willful misconduct of the Consultant.
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