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(iv) Consultant shall supply City with a fully executed additional insured <br />endorsement. <br />f. If Consultant fails or refuses to produce or maintain the insurance required by this <br />section or fails or refuses to furnish the City with required proof that insurance has <br />been procured and is in force and paid for, the City shall have the right, at the City's <br />election, to forthwith terminate this Agreement. Such termination shall not affect <br />Consultant's right to be paid for its time and materials expended prior to notification <br />of termination, Consultant waives the right to receive compensation and agrees to <br />indemnify the City for any work performed prior to approval of insurance by the <br />City. <br />8. INDEMNIFICATION <br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, <br />agents, employees, consultants, special counsel, and representatives from liability: (1) forpersonal <br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including death, and claims for property damage, which may arise from the <br />operations of the Consultant or its subConsultants, agents, employees, or other persons acting on <br />their behalf which relates to the services described in section I of this Agreement; and (2) from <br />any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief <br />is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold <br />harmless agreement applies to all claims for damages, just compensation, restitution, judicial or <br />equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in <br />this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant <br />further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including <br />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 <br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by <br />reason of the terms of, or effects arising from this Agreement. City may make all reasonable <br />decisions with respect to its representation in any legal proceeding. Notwithstanding the <br />foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above <br />indemnity shall be limited, to the extent requiredby Civil Code Section 2782.8, to claims that arise <br />of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. <br />?. INTELLECTUAL PROPERTY INDEMNIFICATION <br />Consultant shall defend, indemnify and hold harmless the City, its officers, agents, <br />representatives, and employees against any and all liability, including costs, and attorney's fees, <br />for infringement of any United States' letters patent, trademark, or copyright contained in the work <br />product or documents provided by Consultant to the City pursuant to this Agreement. <br />10. RECORDS <br />Consultant shall keep records and invoices in connection with the work to be performed <br />under this Agreement. Consultant shall maintain complete and accurate records with respect to <br />Page 4 of 8 <br />