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<br />deductible or self-insured retention levels with a requirement that Consultant
<br />procure a bond, guaranteeing payment of losses and related investigations, claim
<br />administration, and defense expenses that is satisfactory in all respects to each of
<br />them.
<br />
<br />4.4.6 Notice of Reduction in Coveraae. In the event that any coverage required by
<br />this section is reduced, limited, or materially affected in any other manner,
<br />Consultant shall provide written notice to City at Consultant's earliest possible
<br />opportunity and in no case later than five days after Consultant is notified of the
<br />change in coverage.
<br />
<br />4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide
<br />or maintain any insurance policies or policy endorsements to the extent and within the time
<br />herein required, City may, at its sole option exercise any of the following remedies, which
<br />are alternatives to other remedies City may have and are not the exclusive remedy for
<br />Consultant's breach:
<br />
<br />· Obtain such insurance and deduct and retain the amount of the premiums for such
<br />insurance from any sums due under the Agreement;
<br />
<br />· Order Consultant to stop work under this Agreement or withhold any payment that
<br />becomes due to Consultant hereunder, or both stop work and withhold any payment,
<br />until Consultant demonstrates compliance with the requirements hereof; and/or
<br />
<br />· Terminate this Agreement.
<br />
<br />Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall
<br />indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers,
<br />employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions,
<br />damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to
<br />property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole
<br />or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees,
<br />subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character
<br />of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage
<br />to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its
<br />officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees,
<br />subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or
<br />violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the
<br />duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance
<br />certificates and endorsements required under this Agreement does not relieve Consultant from liability
<br />under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall
<br />apply to any damages or claims for damages whether or not such insurance pOlicies shall have been
<br />determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the
<br />provisions of this Section and that it is a material element of consideration.
<br />
<br />Consulting Services Agreement between
<br />City of San Leandro and Du-AII Safety
<br />
<br />Page 7 of 14
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