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(iv) 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 die
<br />City.
<br />8. INDEMNIFICATION
<br />Contractor agrees to defend, and shall indemnify and hold harntless 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
<br />operations of the Contractor or its subcontractors, agents, employees, or other persons acting on
<br />their behalf which relates to the services described in section l of this Agreement; and (2) from
<br />any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief
<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
<br />this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor
<br />further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
<br />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
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by
<br />reason of the terms of, or effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding. Notwithstanding the
<br />foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above
<br />indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise
<br />of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
<br />9. LIMITATION OF LIABILTY
<br />Notwithstanding anything else contained in this Agreement, excepting compliance with the
<br />confidentiality provisions herein, in no event shall either party be liable to the other party or to any
<br />other person for any indirect, consequential, incidental, special, or punitive damages, including
<br />without limitation, any loss of use or production, or any loss of data, profits or revenues, or any
<br />claims raised by customers of City, regardless of the form of action (whether for breach of
<br />warranty, breach of contract, or in tort) and whether advised of the possibility of such damages or
<br />not. Contractor's liability is limited to City's actual direct damages, and shall not exceed $300,000.
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