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d. If Contractor 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
<br />not 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 Contractor
<br />pursuant to this section:
<br />i. Contractor shall maintain all insurance required above in full force and effect
<br />for 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
<br />provides coverage greater than those listed by this Agreement, the amounts
<br />provided by the certificates of insurance shall be incorporated by reference into
<br />the Agreement.
<br />V. Contractor shall supply City with a fully executed additional insured
<br />endorsement.
<br />If Contractor 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 />Contractor's right to be paid for its time and materials expended prior to notification
<br />of termination, Contractor waives the right to receive compensation and agrees to
<br />indemnify the City for any work performed prior to approval of insurance by the City.
<br />6. INDEMNIFICATION
<br />Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims f'or property damage, which may arise from the negligent
<br />operations ofthe Contractor, its subcontractors, agents, employees, or other persons acting on its 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 reason of
<br />the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement
<br />applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered,
<br />or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the
<br />terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to
<br />be selected by the City, regarding any action by a third party challenging the validity of this Agreement,
<br />or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />due to personal or property rights arises by reason of the terms of, or effects arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation in any legal
<br />proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil
<br />Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section
<br />2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Contractor.
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