|
(Ili) Consultant shall provide thirty (30) days advance written notification of
<br />any cancellation or material change of any policies listed, above.
<br />If Consultant faits 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 been
<br />procured and is in force and paid for, the City shall have the right, at the City's election,
<br />to forthwith terminate this Agreement. Such termination shall not affect Consultant's
<br />right to be paid for its time and materials expended prior to notification of termination.
<br />Consultant waives the right to receive compensation and agrees to indemnify the City for
<br />any work performed prior to approval of Insurance by the City.
<br />g. All insurance policies (except Workers Compensation and Professional Liability shall
<br />include the City, its officers, employees, agents, volunteers and representatives as
<br />additional insureds and contain a separation of Insured (or "severability") clause.
<br />Additional Insured endorsement (s) shall be attached to the certificate of insurance that
<br />is provided to the City. Ail policies except Error & Omissions (Professional Liability) shall
<br />be primary, non=contributory and shall include a waiver of subrogation in favor of the
<br />City, its officers, employees, agents, volunteers and representatives.
<br />7. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (1) for third party personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death; and third party claims for property damage, which may arise from the
<br />direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or
<br />other persons acting on their behalf which relates to the services described lin section 1 of this
<br />Agreement; and (2) from an third party claim that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this
<br />Agreement This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by
<br />reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this
<br />Agreement. 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 City, regarding
<br />any 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 rights
<br />arises by reason of the terms of; or effects arising from this Agreement, City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to
<br />the extent 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 Section2782.8, to claims that arise out of, pertain to, or
<br />relate to the negligence recklessness, or willful misconduct of the Consultant.
<br />INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant 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' letters
<br />patent, trademark, or copyright infringement including costs; contained In the work product or
<br />documents provided by Consultant to the City pursuant to this Agreement.
<br />RECORDS
<br />Consultant shall keep records and Invoices in connection with the work to be performed under
<br />this Agreement. Consultant shall maintain complete and accurate records with respect to the costs
<br />
|