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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 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 />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
<br />City.
<br />8. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, and its
<br />officers and employees from liability: (1) for personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief arising out of claims for personal injury, including death,
<br />and claims for property damage, which may arise from the negligent operations of the Consultant,
<br />its subcontractors, agents, employees, or other persons acting on its behalf which relates to the
<br />services described in section 1 of this Agreement; and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due by reason of any breach
<br />of the terms of this Agreement. This indemnity and hold hannless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have
<br />been suffered, by reason of the negligent acts referred to in this Section or by reason of the breach
<br />of the terms of this Agreement. The Consultant further agrees to indemnify, hold harmless, and
<br />pay 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 legal
<br />proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil
<br />Code Section 2782.8, the above indemnity and defense obligation shall be limited to the extent
<br />provided by Civil Code Section 2782.8, and to claims that arise out of, pertain to, or relate to the
<br />negligence, recklessness, or willful misconduct of the Consultant.
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant 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 />product or documents provided by Consultant to the City pursuant to this Agreement.
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