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(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.
<br />(iv) Consultant shall supply City with a fully executed additional insured
<br />endorsement.
<br />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
<br />has been procured and is in force and paid for, the City shall have the right, at the
<br />City's election, to forthwith terminate this Agreement. Such termination shall not
<br />affect Consultant's right to be paid for its time and materials expended prior to
<br />notification of termination. Consultant waives the right to receive compensation
<br />and agrees to indemnify the City for any work performed prior to approval of
<br />insurance by the City.
<br />8. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, consultants, special counsel, and representatives from liability: (1) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of
<br />claims for personal injury, including death, and claims for property damage, which may arise
<br />from the negligent operations of the Consultant or its subconsultants, agents, employees, or other
<br />persons 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 compensation, restitution,
<br />judicial or equitable relief is due by reason of the breach by Consultant of the terms and
<br />conditions of this Agreement. This indemnity and hold harmless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
<br />have been suffered, by reason of the events referred to in this Section or by reason of the breach
<br />by Consultant of the terms and conditions of this Agreement. The Consultant further agrees to
<br />indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs
<br />for special counsel to be reasonably selected by the City, regarding any action asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to
<br />personal or property rights arises by reason of the breach by Consultant of the terns and
<br />conditions of this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's
<br />services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the
<br />extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the
<br />negligence, recklessness, or willful misconduct of the Consultant.
<br />9. 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
<br />work product or documents provided by Consultant to the City pursuant to this Agreement.
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