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(i) AUDITOR shall maintain all insurance required above in full force and
<br />effect 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 in form by the City Attorney.
<br />(iii) 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 />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 beers
<br />procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to
<br />forthwith tenninate this Agreement. Such termination shall not effect AUDITOR's right to be
<br />paid for its time and materials expended prior to notification of termination, AUDITOR waives
<br />the right to receive compensation and agrees to indemnify the CITY for any work performed
<br />prior to approval of insurance by the CITY.
<br />g. INDEMNIFICATION
<br />AUDITOR agrees to and shall indemnify and hold harmless the CITY, its 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 negligent operations of the AUDITOR or its contractors, subcontractors, agents,
<br />employees, or other persons acting on their behalf which relates to the services described in
<br />section I 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 the terms of or effects
<br />arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
<br />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 AUDITOR further agrees to indemnify, hold
<br />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 AUDITOR's
<br />services are subject to Civil Code §2782.8, the above indemnity shall be limited, to the extent
<br />required by Civil Code §2782.8, to claims that arise of, pertain to, or relate to the negligence,
<br />recklessness, or willful misconduct of the AUDITOR.
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