|
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 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
<br />(30) days prior written notice to the City.
<br />iv. CONTRACTOR shall supply City with a fully executed additional insured
<br />endorsement.
<br />f. If CONTRACTOR fails or refuses to produce or maintain the insurance required by
<br />this 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 CONTRACTOR's right to be paid for its time and materials expended prior
<br />to notification of termination. CONTRACTOR waives the right to receive
<br />compensation and agrees to indemnify the City for any work performed prior to
<br />approval of insurance by the City.
<br />8. 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
<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 CONTRACTOR, its subcontractors, agents, employees, or
<br />other 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 CONTRACTOR further agrees to indemnify, hold harmless, and pay
<br />all costs for the defense of the City, including fees and costs for special counsel to be selected
<br />by the 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 CONTRACTOR's services are
<br />subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required
<br />by 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 CONTRACTOR.
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />CONTRACTOR shall defend and indemnify the City, its officers, agents, representatives, and
<br />employees against any and all liability, including costs, for infringement of any United States'
<br />letters patent, trademark, or copyright infringement, including costs, contained in the work
<br />rFP 20-106
<br />-16
<br />
|