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<br />Non-Professional Services Agreement between City of San Leandro and 17/18/2016 <br />21Tech, LLC___ for Accela Improvements Project Phase 2___ Page 8 of 15 <br />satisfactory to the City guaranteeing payment of losses and related investigations, <br />claim administration and defense expenses. <br /> <br />4.3.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting” <br />policy limit (i.e. limit that is eroded by the cost of defense). <br /> <br />4.3.5 Endorsement Requirements. Each insurance policy required by Section 4 shall <br />be endorsed to state that coverage shall not be canceled by either party, except <br />after 30 days’ prior written notice has been provided to the City. <br /> <br />4.3.6 Subcontractors. Contractor shall include all subcontractors as insureds under its <br />policies or shall furnish separate certificates and certified endorsements for each <br />subcontractor. All coverages for subcontractors shall be subject to all of the <br />requirements stated herein. <br /> <br />4.4 Remedies. In addition to any other remedies City may have if Contractor 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 />Contractor’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 Contractor to stop work under this Agreement or withhold any payment that <br />becomes due to Contractor hereunder, or both stop work and withhold any payment, <br />until Contractor demonstrates compliance with the requirements hereof; and/or <br /> <br /> Terminate this Agreement. <br /> <br />Section 5. INDEMNIFICATION AND CONTRACTOR’S RESPONSIBILITIES. <br />Contractor shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, <br />officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, <br />expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) <br />(collectively, “Liability”) of every nature arising out of or in connection with Contractor’s performance of the <br />Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability <br />caused by the sole negligence or willful misconduct of City. <br /> <br />The Contractor’s obligation to defend and indemnify shall not be excused because of the Contractor’s <br />inability to evaluate Liability or because the Contractor evaluates Liability and determines that the <br />Contractor is not liable to the claimant. The Contractor must respond within 30 days, to the tender of any <br />claim for defense and indemnity by the City, unless this time has been extended by the City. If the <br />Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any <br />other remedy authorized by law, so much of the money due the Contractor under and by virtue of this <br />Agreement as shall reasonably be considered necessary by the City, may be retained by the City until <br />DocuSign Envelope ID: 7EADF551-CAA5-46AD-9972-73A5338F78E5 <br />230