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(ii) Certificates of insurance shall be furnished to the City upon
<br />execution of this Agreement and shall be approved by the City.
<br />(iii) Certificates and policies shall state that the policies shall not be
<br />canceled or reduced in coverage or changed in any other material
<br />aspect without thirty (30) days prior written notice to the City,
<br />e. If Consultant fails or refuses to produce or maintain the insurance required by
<br />this section or fails or refuses to furnish the City with required proof that
<br />insurance has been procured and is in force and paid for, the City shall have the
<br />right, at the City's election, to forthwith terminate this Agreement. Such
<br />termination shall not affect Consultant's right to be paid for its time and materials
<br />expended prior to notification of termination. Consultant waives the right to
<br />receive compensation and agrees to indemnify the City for any work performed
<br />prior to approval of insurance by the City.
<br />INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, their officers,
<br />agents, employees, consultants, special counsel, and representatives from liability: (1) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of
<br />claims for personal injury, including death, and claims for property damage, which may arise
<br />from the direct or indirect operations of the Consultant or its contractors, subcontractors,
<br />agents, employees, or other persons acting on their behalf which relates to the services
<br />described in section 1 of this Agreement; and (2) from any claim that personal injury, damages,
<br />just compensation, restitution, judicial or equitable relief is due by reason of the terms of or
<br />effects arising from this Agreement. This indemnity and hold harmless agreement applies to all
<br />claims for damages, just compensation, restitution, judicial or equitable relief suffered, or
<br />alleged to have been suffered, by reason of the events referred to in this Section or by reason
<br />of the terms of, or effects, arising from this Agreement. Consultant further agrees to indemnify,
<br />hold harmless, and pay all costs for the defense of the 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 />effects arising from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding. Notwithstanding the foregoing, to the extent
<br />Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be
<br />limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain
<br />to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
<br />7. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, their officers, agents, representatives,
<br />and employees against any and all liability from third parties, including costs, for infringement of
<br />any United States' letters patent, trademark, or copyright infringement, including costs;
<br />contained in the work product or documents provided by Consultant to the City pursuant to this
<br />Agreement.
<br />20B -11
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