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If Contractor 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 procured
<br />and is in force and paid for, the City shall have the right, at the City's election, to forthwith
<br />terminate this Agreement. Such termination shall not affect Contractor's right to be paid
<br />for its time and materials expended prior to notification of termination. Contractor waives
<br />the right to receive compensation and agrees to indemnify the City for any work performed
<br />prior to approval of insurance by the City.
<br />8. CONTRACTOR'S WARRANTY
<br />Contractor warrants that: (i) it will perform the services in a professional and workmanlike manner;
<br />and (ii) the labor and materials provided by Contractor are free from defects in material and workmanship
<br />for a period of 12 months from initial installation/delivery by Contractor. Additionally, Contractor will
<br />assign to the City any manufacturer's warranties associated with any materials.
<br />9. INDEMNIFICATION
<br />Contractor 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 personal
<br />injury, including death, and claims for property damage, which may arise from the negligent operations
<br />of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates
<br />to the services described in section 1 of this Agreement. This indemnity and hold harmless agreement
<br />applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or
<br />alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms
<br />of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless,
<br />and pay all costs for the defense of the City, including fees and costs for legal counsel to be selected by
<br />the Contractor and to be approved by the City in writing with such approval not to be unreasonably
<br />withheld, regarding any action by a third party challenging the validity of this Agreement, or asserting
<br />that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or
<br />property rights arises by reason of the terms of, or effects arising from this Agreement. Notwithstanding
<br />the foregoing, the Contractor shall only be liable if the City (a) gives the Contractor prompt written notice
<br />of any written and official alleged or threatened claims; (b) allows the Contractor on its request to control
<br />the defense and/ or settlement of such claim, which in any case shall be subject to city council approval;
<br />and (c) provides to the Contractor all reasonable cooperation and information as may be requested by the
<br />Contractor.
<br />The City shall not take any actions that would be prejudicial to the Contractor's defense and/or
<br />settlement of any proceeding and shall not make any admissions which would be prejudicial to the defense
<br />and/or settlement of any proceeding. Notwithstanding the foregoing, to the extent Contractor's services
<br />are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by
<br />Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness,
<br />or willful misconduct of the Contractor. If third parties or the City have contributed to the damage,
<br />Contractor's liability is restricted to the allocable share of its negligence.
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