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d. If Contactor is or employs a licensed professional such as an architect or engineer: Professional liability
<br />(errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim.
<br />e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section:
<br />(i) Contractor shall maintain all insurance required above in full force and effect for the
<br />entire period covered by this Agreement.
<br />(ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement
<br />and shall be approved in form by the City Attorney.
<br />(iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in
<br />coverage or changed in any other material aspect without thirty (30) days prior written
<br />notice to the City.
<br />f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or
<br />refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City
<br />shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect
<br />Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor
<br />waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval
<br />of insurance by the City.
<br />6. Indemnification.
<br />Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees,
<br />Contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief aiising out of claims for personal injury, including health, and claims for
<br />property damage, which may arise from the direct or indirect operations of the Contractor or its contractors,
<br />subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in
<br />section 1 of this 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. This indemnity
<br />and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable
<br />relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of
<br />the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless,
<br />and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regazding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial
<br />or equitable relief due to personal or property rights azises 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 proceeding.
<br />7. Contractor's Obligations.
<br />A. No Conflict. To the best of Contractor's knowledge, Contractor's execution, delivery and performance
<br />of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or
<br />order to which Contractor is a party or by which it is bound.
<br />B. No Bankruptcy. Contractor is not the subject of any current or threatened bankruptcy proceeding.
<br />C. No Pending Legal Proceedings/Debarment. Contractor is not the subject of a current or threatened
<br />litigation that would or may materially affect Contractor's performance under this Agreement. Contractor further
<br />acknowledges that it is not on the list of debarred contractors.
<br />D. No Pending Investigation. Contractor is not aware that it is the subject of any current or threatened
<br />criminal or civil action investigation by any public agency, including without limitation a police agency or
<br />prosecuting authority, that would relate to affect performance of the Agreement or provision of services hereunder.
<br />E. Licensing. Contractor agrees to obtain and maintain all required licenses, registrations, accreditation and
<br />inspections from all agencies governing its operations. Contractor shall ensure that its staff shall also obtain and
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