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(iii) Certificates and policies shall state that the policies shall not be cancelled or
<br />reduced in coverage or changed in any other material aspect, by consultant,
<br />without thirty (30) 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) Consultant shall supply City with a fully executed additional insured
<br />endorsement.
<br />f If Consultant fails or refuses to produce or maintain the insurance required by this
<br />section or fails or refuses to fumish 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 City.
<br />8, INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, consultants, 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 for property damage, which may arise from the negligent
<br />operations of the Consultant or its Consultants, subcontractors, agents, employees, or other persons
<br />acting on their behalf which relates to the services described in section 1 of this Agreement; and (2)
<br />from any claim that personal injury, damages,just compensation, restitution, judicial or equitablerelief
<br />is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold
<br />harmless agreement applies to all claims for damages, just compensation, restitution, judicial or
<br />equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this
<br />Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further
<br />agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and
<br />costs for special counsel to be selected by the City, regarding any action by a third party challenging
<br />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
<br />of, or 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
<br />services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent
<br />required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence,
<br />recklessness, or willful misconduct or 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, for
<br />infringement of any United States' letters patent, trademark, or copyright contained in the work product
<br />or documents provided by Consultant to the City pursuant to this Agreement.
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