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(iii) Certificates and policies shall state that the policies shall not be cancelled
<br />or reduced in coverage or changed in any other material aspect, by
<br />consultant, without thirty (30) days prior written notice to the City.
<br />(iv) Consultant shall supply City with a fully executed additional insured
<br />endorsement on the Commercial General Liability and Automobile
<br />Insurance policies.
<br />If Consultant fails or refuses to produce or maintain the insurance required by this
<br />section or fails or refuses to furnish the City with required proof that insurance has
<br />been procured and is in force and paid for, the City shall have the right, at the City's
<br />election, to forthwith terminate this Agreement. Such termination shall not affect
<br />Consultant's right to be paid for its time and materials expended prior to notification
<br />of termination. Consultant waives the right to receive compensation and agrees to
<br />indemnify the City for any work performed prior to approval of insurance by the
<br />City.
<br />8. INDEMNIFICATION
<br />Consultant agrees to indemnify and hold harmless the City, its officers, agents, employees,
<br />consultants, 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,
<br />including death, and claims for property damage, which may arise from the negligent operations
<br />of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf
<br />which relates to the services described in section 1 of this Agreement; and (2) from any claim that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief is due by
<br />reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or equitable
<br />relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section
<br />or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees
<br />to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs
<br />for special counsel to be selected by the City, regarding any action by a third party challenging the
<br />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
<br />terms of, or effects arising from this Agreement. City may make all reasonable decisions with
<br />respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent
<br />Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be
<br />limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or
<br />relate to the negligence, recklessness, or willful misconduct of the Consultant.
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend, indemnify and hold harmless the City, its officers, agents,
<br />representatives, and employees against any and all liability, including costs, and attorney's fees,
<br />for infringement of any United States' letters patent, trademark, or copyright contained in the work
<br />product or documents provided by Consultant to the City pursuant to this Agreement.
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<br />25B-10
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