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c. The following requirements apply to the insurance to be provided by Contractor pursuant to
<br />this section:
<br />(i) Contractor 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 this
<br />Agreement and shall be approved in form 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 (30)
<br />days prior written notice to the City.
<br />e. If Contractor fails or refuses to produce or maintain the insurance required by this section or
<br />fails or refuses to famish the City with required proof that insurance has been procured and is in force
<br />and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement.
<br />Such termination shall not effect Contractor's right to be paid for its time and materials expended prior
<br />to notification of termination. Contractor waives the right to receive compensation and agrees to
<br />indemnify the City for any work performed prior to approval of insurance by the City.
<br />INDEMNIFICATION
<br />Contractor agrees to and shall defend, indemnify and hold harmless the City, its officers,
<br />agents, employees, Contractors, special counsel, and representatives from liability: (1) for personal
<br />injury, 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 direct or
<br />indirect operations of Contractor or its contractors, subcontractors, agents, employees, or other persons
<br />acting on their behalf which relates to the services described in section 1 of this Agreement; and (2)
<br />from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />is 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 this
<br />Section or by reason of the terns of, or effects, arising from this Agreement. Contractor further agrees
<br />to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for
<br />special counsel to be selected by the City, regarding any action by a third party challenging the validity
<br />of this Agreemment, or asserting that personal injury, darmages, just compensation, restitution, judicial or
<br />equitable relief due to personal or property rights arises by reason of the terns of, or effects arising
<br />from this Agreement. City may make all reasonable decisions with respect to its representation in any
<br />legal proceeding. Notwithstanding the foregoing, to the extent Contractor's Services are subject to
<br />Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code
<br />Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or
<br />willful misconduct of the Contractor.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Contractor 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
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