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<br />Non-Professional Services Agreement between May 16, 2024 <br />City of San Leandro and Carolena Productions LLC Page 7 of 15 <br />4.2.4 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 />4.2.5 Endorsement Requirements. Each insurance policy required by Section <br />4 shall be endorsed to state that coverage shall not be canceled by either party, <br />except after 30 days’ prior written notice has been provided to the City. <br /> <br />4.2.6 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 />4.3 Submittal of Proof of Insurance Coverage. All certificates of insurance and original <br />endorsements effecting coverage required in this Section 4 must be electronically <br />submitted through the City’s online insurance document management program. Contractor <br />shall comply with all requirements provided by City related to the online insurance <br />document program. <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. Contractor shall <br />indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, <br />employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, <br />and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, <br />“Liability”) of every nature arising out of or in connection with Contractor’s performance of the Services or <br />its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by <br />the sole negligence or willful misconduct of City. <br /> <br />Contractor shall also indemnify, defend and hold harmless the City from all suits or claims for infringement <br />of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or any other <br />proprietary rights of any person or persons because of the City or any of its officers, employees, volunteers, <br />or agents use of articles, products things, or services supplied in the performance of Contractor’s services <br />DocuSign Envelope ID: AEA4584A-E3FD-434C-9DF9-C6D1E3F27F2F