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e. The following requirements apply to the insurance to be provided by VMI
<br />pursuant to this section,
<br />i. VMI shall maintain all insurance required above in fall 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
<br />this Agreement and shall be approved by the City.
<br />iii. Certificates and policies shall state that the policies shall not be canceled
<br />or reduced in coverage or changed in any other material aspect without
<br />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
<br />amounts provided by the certificates of insurance shall be incorporated by
<br />reference into the Agreement.
<br />v, VMI shall supply City with it fully executed additional insured
<br />endorsement.
<br />£ If VMI 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
<br />has been procured and is in force and paid for, the City shall have the right, at the
<br />City's election, to forthwith terminate this Agreement. Such termination shall not
<br />affect VMI's right to be paid for its time and materials expended prior to
<br />notification of termination. VMI waives the right to receive compensation and
<br />agrees to indemnify the City for any work performed prior to approval of
<br />insurance by the City.
<br />6. MEMIVMCATION
<br />VMI 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
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of
<br />claims for personal injury, including death, and claims for property damage, which may arise
<br />from the negligent operations of the VMI, its subcontractors, agents, employees, or other persons
<br />acting on its 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 equitable
<br />relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
<br />hold harmless agreement applies to all claims for damages, just compensation, restitution,
<br />judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events
<br />referred to in this Section or by reason of the terms of, or effects, arising from this Agreement.
<br />Tho VMI further agrees to indemnify, hold harmless, and pay all costs for the defense of the
<br />City, including fees and costs for special counsel to be selected by the City, regarding any action
<br />by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief duo to personal or property
<br />rights arises by reason of the terms of, or effects arising from this Agreement. City may make all
<br />reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding
<br />the foregoing, to the extent VMI's services are subject to Civil Code Section 2782.8, the above
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