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i. Auditor shall maintain all insurance required above in full force and effect <br />for 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 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. 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 <br />into the Agreement. <br />V. Auditor shall supply City with a fully executed additional insured <br />endorsement. <br />f. if Auditor 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 />Auditor's right to be paid for its time and materials expended prior to notification <br />of termination. Auditor 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 />Auditor agrees to defend, and shall indemnify and hold harmless the City, and its officers <br />and employees from liability: (1) for personal injury, damages, just compensation, restitution, <br />judicial or equitable relief arising out of claims for personal injury, including death, and claims for <br />property damage, which may arise from the negligent operations of the Auditor, its subcontractors, <br />agents, employees, or other persons acting on its behalf which relates to the services described in <br />section 1 of this Agreement; and (2) from any claim that personal injury, damages, just <br />compensation, restitution, judicial or equitable relief is due by reason of any breach of the terms <br />of this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, <br />just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, <br />by reason of the negligent acts referred to in this Section or by reason of the breach of the terms <br />of this Agreement. The Auditor further agrees to indemnify, hold harmless, and pay all costs for <br />the defense of the City, including fees and costs for special counsel to be selected by the City, <br />regarding any action by a third party challenging the validity of this Agreement, or asserting that <br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal <br />or property rights arises by reason of the terms of, or effects arising from this Agreement. City <br />may make all reasonable decisions with respect to its representation in any legal proceeding. <br />Notwithstanding the foregoing, to the extent Auditor's services are subject to Civil Code Section <br />2782.8, the above indemnity and defense obligation shall be limited to the extent provided by Civil <br />Code Section 2782.8, and to claims that arise out of, pertain to, or relate to the negligence, <br />recklessness, or willful misconduct of the Auditor. <br />Page 4 of 9 <br />