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following remedies, which are alternatives to other remedies City may have and are not the
<br />exclusive remedy for Siemens' breach:
<br />(a) Obtain such insurance and deduct and retain the amount of the
<br />premiums for such insurance from any sums due under the Agreement;
<br />(b) Order Siemens to stop work under this Agreement or withhold any
<br />payment that becomes due to Siemens hereunder, or both stop work and withhold any
<br />payment, until Siemens demonstrates compliance with the requirements hereof; and/or
<br />(c) Terminate this Agreement.
<br />Section 11. INDEMNIFICATION.
<br />11.1 for design services provided pursuant to this Agreement, Siemens
<br />shall indemnify, defend with counsel reasonably acceptable to the City, and hold harmless
<br />the City and its officials, commissioners, officers, employees, agents, and volunteers from
<br />and against any and all losses, liability, claims, suits, actions, damages, and causes of action
<br />arising out of any personal injury, bodily injury, loss of life, or damage to property, or any
<br />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 Siemens or its
<br />employees, subcontractors, or agents, by acts for which they could be held strictly liable, or
<br />by the quality or character of their work.
<br />The foregoing obligation of Siemens 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
<br />the City or its officers, employees, agents, or volunteers and (2) the actions of Siemens or its
<br />employees, subcontractors, or agents have contributed in no part to the injury, loss of life,
<br />damage to property, or violation of law. It is understood that the duty of Siemens to
<br />indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the
<br />California Civil Code. Acceptance by City of insurance certificates and endorsements
<br />required under this Agreement does not relieve Siemens from liability under this
<br />indemnification and hold harmless clause. This indemnification and hold harmless clause
<br />shall apply to any damages or claims for damages whether or not such insurance policies
<br />shall have been determined to apply. By execution of this Agreement, Siemens
<br />acknowledges and agrees to the provisions of this Section and that it is a material element of
<br />consideration.
<br />11.2 For all other Work and/or Services provided pursuant to this
<br />Agreement, Siemens shall indemnify, defend with counsel reasonably acceptable to the City,
<br />and hold harmless the City and its officials, officers, employees, agents, and volunteers from
<br />and against any and all losses, liability, claims, suits, actions, damages, and causes of action
<br />arising out of any personal injury, bodily injury, loss of life, or damage to property, or any
<br />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 Siemens or its
<br />employees, subcontractors, or agents, by acts for which they could beheld strictly liable, or
<br />by the quality or character of their work. The foregoing obligation of Siemens shall not
<br />WPCP Cogeneration 090808 -Page 20 of 60
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