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(iii) Certificates and policies shall state that the policies shall not be
<br />cancelled or reduced in coverage or changed in any other material
<br />aspect, by consultant, without thirty (30) days prior written notice to
<br />the City.
<br />(iv) Consultant shall supply City with a fully executed additional insured
<br />endorsement.
<br />f. 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
<br />the right, at the City's election, to terminate this Agreement. Such termination
<br />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
<br />performed prior to approval of insurance by the City.
<br />12 INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its
<br />officers, agents, employees, consultants, special counsel, and representatives from
<br />liability: (1) for personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief arising out of claims for personal injury, including death, and claims
<br />for property damage, which may arise from the negligent operations of the
<br />Consultant or its Consultants, subcontractors, agents, employees, or other persons
<br />acting on their behalf which relates to the services described in section 1 of this
<br />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
<br />or effects arising from this Agreement. This indemnity and hold harmless agreement
<br />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
<br />in this Section or by reason of the terns of, or effects, wising from this Agreement.
<br />The Consultant further agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the
<br />City, regarding any action by a third party challenging the validity of this
<br />Agreement, or asserting that personal injury, damages, just coin pensation,
<br />restitution, judicial or equitable relief due to personal or property rights arises by
<br />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.
<br />Notwithstanding the foregoing, to the extent Consultant's services are subject to
<br />Civil Code Section 2782.8, the above indemnity shall be limited, to the extent
<br />required by Civil Code Section 2782.8, to clams that arise of, pertain to, or relate to
<br />the negligence, recklessness, or willfia misconduct of the Consultant.
<br />Page 5 of I I
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