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3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form
<br />with a Retroactive Date prior to the contract effective date, the Contractor must purchase
<br />"extended reporting" coverage for a minimum of five (5) years after completion of work.
<br />Verification of Coverage
<br />Contractor shall furnish the City with original certificates and amendatory endorsements or copies
<br />of the applicable policy language effecting coverage required by this clause. All certificates and
<br />endorsements are to be received and approved by the City before work commences. However,
<br />failure to obtain the required documents prior to the work beginning shall not waive the
<br />Contractor's obligation to provide them. The City reserves the right to require complete, certified
<br />copies of all required insurance policies, including endorsements required by these specifications,
<br />at any time.
<br />Special Risks or Circumstances
<br />City reserves the right to modify these requirements, including limits, based on the nature of the
<br />risk, prior experience, insurer, coverage, or other special circumstances.
<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 personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, which may arise from the sole
<br />negligent operations of the Contractor, its subcontractors, agents, employees, or other persons
<br />acting on its behalf which relates to the services described in section 1 of this Agreement.
<br />Contractor shall not indemnify, defend or hold harmless the City from and against any liability,
<br />cost or expense arising out of the negligence or willful misconduct of the City or the independent
<br />acts of third parties not affiliated with Contractor. The Contractor further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the City, including reasonable fees regarding any
<br />action by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief due to personal or property
<br />rights arises by reason of the terms of, or effects arising from this Agreement. City may make all
<br />reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding
<br />the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the
<br />above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims
<br />that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
<br />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 product
<br />or documents provided by Contractor to the City pursuant to this Agreement.
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