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During the period covered by this Agreement, only upon the prior express
<br />written authorization of Contract Administrator, Consultant may increase
<br />such deductibles or self-insured retentions with respect to City, its officers,
<br />employees, agents, and volunteers. The Contract Administrator may
<br />condition approval of an increase in deductible or self-insured retention
<br />levels with a requirement that Consultant procure a bond, guaranteeing
<br />payment of losses and related investigations, claim administration, and
<br />defense expenses that is satisfactory in all respects to each of them.
<br />4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds
<br />under its policies or shall furnish separate certificates and certified
<br />endorsements for each subcontractor. All coverages for subcontractors
<br />shall be subject to all of the requirements stated herein.
<br />4.4.7 Variation. The City may approve a variation in the foregoing insurance
<br />requirements, upon a determination that the coverage, scope, limits, and
<br />forms of such insurance are either not commercially available, or that the
<br />City's interests are otherwise fully protected.
<br />4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
<br />provide or maintain any insurance policies or policy endorsements to the extent and
<br />within the time herein required, City may, at its sole option exercise any of the
<br />following remedies, which are alternatives to other remedies City may have and are
<br />not the exclusive remedy for Consultant's breach:
<br />^ Obtain such insurance and deduct and retain the amount of the premiums for
<br />such insurance from any sums due under the Agreement;
<br />^ Order Consultant to stop work under this Agreement or withhold any payment
<br />that becomes due to Consultant hereunder, or both stop work and withhold any
<br />payment, until Consultant demonstrates compliance with the requirements
<br />hereof; and/or
<br />^ Terminate this Agreement.
<br />Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
<br />Consultant shall indemnify, defend with counsel reasonably acceptable to the City, and hold
<br />harmless the City and its officials, officers, employees, agents, and volunteers from and against
<br />any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any
<br />personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal,
<br />state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful
<br />misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or
<br />agents, by acts for which they could be held strictly liable, or by the quality or character of their
<br />work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life,
<br />Consulting Services Agreement between February 7, 2005
<br />City of San Leandro and Calcon Systems, Inc. Page 7 of 17
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