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Exhibit 2
<br />e. The following requirements apply to the insurance to be provided by Consultant
<br />pursuant to this section:
<br />(i) Consultant shall maintain all insurance required above in full force and
<br />effect 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 in form 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) Consultant shall supply City with fully executed additional insured endorsement.
<br />f. 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 been procured
<br />and is in force and paid for, the City shall have the right, at the City's election, to terminate this
<br />Agreement. Such termination shall not affect Consultant's right to be paid for its time and
<br />materials expended prior to notification of termination. Consultant waives the right to receive
<br />compensation and agrees to indemnify the City for any work performed prior to approval of
<br />insurance by the City.
<br />6. INDEMNIFICATION
<br />Consultant 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 Consultant, its subcontractors, agents, employees, or other
<br />persons acting on its behalf which relates to the services described in section 1 of this
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
<br />This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
<br />by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all
<br />costs for the defense of the City, including fees and costs for special counsel to be selected by the
<br />City, regarding any action by a third party challenging the validity of this Agreement, or
<br />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
<br />legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject
<br />to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by
<br />Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
<br />recklessness, or willful misconduct of the Consultant.
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