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<br />d. If Consultant is or employs a licensed professional such as an architect or engineer:
<br />Professional liability (errors and omissions) insurance, with a combined single limit of not less
<br />than $1,000,000 per claim.
<br />
<br />e. The following requirements apply to the insurance to be provided by Consultant
<br />pursuant to this section:
<br />
<br />(iii)
<br />
<br />Consultant shall maintain all insurance required above in full force and
<br />effect for the entire period covered by this Agreement.
<br />Certificates of insurance shall be furnished to the City upon execution of
<br />this Agreement and shall be approved in form by the City Attorney.
<br />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 />
<br />(i)
<br />
<br />(ii)
<br />
<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 forthwith
<br />terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its
<br />time and materials expended prior to notification of termination. Consultant waives the right to
<br />receive compensation and agrees to indemnify the City for any work performed prior to approval
<br />of insurance by the City.
<br />
<br />6.
<br />
<br />INDEMNIFICATION
<br />
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />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
<br />for personal injury, including health, and claims for property damage, which may arise from the
<br />direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
<br />employees, or other persons acting on their behalf which relates to the services described in
<br />section 1 of this Agreement; (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
<br />arising from this Agreement; and (3) from any claim that the MWD program infringes a
<br />proprietary right, patent or copyright. This indemnity and hold harmless agreement applies to all
<br />claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged
<br />to have been suffered, by reason of the events referred to in this Section or by reason of the terms
<br />of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense ofthe City, including fees and costs for special
<br />counsel to be selected by the City, regarding any action by a third party challenging the validity
<br />of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
<br />arising from any claim that the MWD program infringes a proprietary right, patent or copyright,
<br />or effects arising from this Agreement. City may make all reasonable decisions with respect to
<br />its representation in any legal proceeding.
<br />
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