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(iii) Certificates and policies shall state that the policies shall not be canceled or
<br />reduced in coverage or changed in any other material aspect without thirty
<br />(30) days prior written notice to the City.
<br />(iv) Contractor shall supply City with a fully executed additional insured
<br />endorsement.
<br />f. If Contractor fails or refuses to produce or maintain the insurance required by this section
<br />or fails or refuses to furnish the City with required proof that insurance has been procured
<br />and is in force and paid for, the City shall have the right, at the City's election, to terminate
<br />this Agreement. Such termination shall not affect Contractor's right to be paid for its time
<br />and materials expended prior to notification of termination. Contractor waives the right to
<br />receive compensation and agrees to indemnify the City for any work performed prior to
<br />approval of insurance by the City.
<br />6. OWNERSHIP OF MATERIALS
<br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse,
<br />or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
<br />specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any
<br />tangible medium of expression, including but not limited to, physical drawings or data magnetically or
<br />otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor
<br />under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in
<br />writing that City is granted a non-exclusive and perpetual license for any Documents & Data the
<br />subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the
<br />legal right to license any and all Documents & Data. Contractor makes no such representation and
<br />warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not
<br />be limited in any way in its use of the Documents and Data at any time, provided that any such use not
<br />within the purposes intended by this Agreement shall be at City's sole risk.
<br />7. INDEMNIFICATION
<br />Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, contractors, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury,
<br />including death, and claims for property damage, which may arise from the negligent operations of the
<br />Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the
<br />services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages,
<br />just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising
<br />from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason
<br />of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement.
<br />The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City,
<br />including fees and costs for special counsel to be selected by the City, regarding any action by a third party
<br />challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
<br />effects arising from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services
<br />are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by
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