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Professional liability (errors and omissions) insurance, with a combined single limit
<br />of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
<br />C. The following requirements apply to the insurance to be provided by GST pursuant
<br />to this section:
<br />i. GST shall maintain all insurance required above in full force and effect for
<br />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 by the City.
<br />iii. Certificates and policies shall state that the policies shall not be canceled or
<br />reduced in coverage or changed in any other material aspect without thirty
<br />(30) days prior written notice to the City.
<br />iv. GST shall supply City with a fully executed additional insured
<br />endorsement.
<br />f. If GST fails or refuses to produce or maintain the insurance required by this section
<br />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
<br />election, to forthwith terminate this Agreement. Such termination shall not affect
<br />GST's right to be paid for its time and materials expended prior to notification of
<br />termination. GST waives the right to receive compensation and agrees to indemnify
<br />the City for any work performed prior to approval of insurance by the City.
<br />7. INDEMNIFICATION
<br />GST agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, contractors, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, which may arise from the
<br />negligent operations of the GST, its subcontractors, agents, employees, or other persons acting on
<br />its behalf which relates to the services described in section 1 of this Agreement; and (2) from any
<br />claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is
<br />due by reason of the terms of or effects arising from this Agreement. This indemnity and hold
<br />harmless agreement applies to all claims for damages, just compensation, restitution, judicial or
<br />equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
<br />this Section or by reason of the terms of, or effects, arising from this Agreement. The GST further
<br />agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees
<br />and costs for special counsel to be selected by the City, regarding any action by a third party
<br />challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br />compensation, 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 reasonable
<br />decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
<br />to the extent GST's services are subject to Civil Code Section 2782.8, the above indemnity shall
<br />be 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 GST.
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