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(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 cancelled <br />or reduced in coverage or changed in any other material aspect, by <br />consultant, without thirty (30) days prior written notice to the City (ten (10) <br />days prior written notice for cancellation for non-payment of premiums). <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 this <br />section or fails or refuses to furnish the City with required proof that insurance has <br />been 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 />Consultant's right to be paid for its time and materials expended prior to notification <br />of termination. Consultant waives the right to receive compensation and agrees to <br />indemnify the City for any work performed prior to approval of insurance by the <br />City. <br />INDEMNIFICATION <br />Consultant agrees to indemnify and hold harmless the City, its officers, agents, employees, <br />consultants, special counsel, and representatives from liability and reasonable defense attorney's <br />fees incurred by the City; (1) for personal injury, damages, just compensation, restitution, judicial <br />or equitable relief arising out of claims for personal injury, including death, and claims for property <br />damage, to the extent caused by the negligence or willful misconduct of the Consultant or its <br />subconsultants, agents, employees, or other persons acting on their behalf which relates to the <br />services described in section 1 of this Agreement; and (2) provided that any claim that personal <br />injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the <br />terms of this Agreement. This indemnity and hold harmless agreement applies to all claims for <br />damages, just compensation, restitution, judicial or equitable relief suffered by reason of the events <br />referred to in this Section or by reason of the terms of this Agreement. City may make all <br />reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding <br />the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the <br />above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims <br />that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the <br />Consultant. <br />8. INTELLECTUAL PROPERTY INDEMNIFICATION <br />Consultant shall defend, indemnify and hold harmless the City, its officers, agents, <br />representatives, and employees against any and all liability, including costs, and attorney's fees, <br />for infringement of any United States' letters patent, trademark, or copyright contained in the work <br />product or documents provided by Consultant to the City pursuant to this Agreement. <br />Page 4 of 8 <br />25K-70 <br />