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section or fails ortefnses to furnish the City with required proof that insurance has
<br />been procured and is in force and (said for. the City shall have the right, at the Citys
<br />election, to forthwith terminate this Agreement. Such termination shall not affect
<br />Consultant's right to be paid for its tithe and materials expended priorto 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 />7. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, contractors, special counsel, and representatives from liability: (1 ) for personal
<br />injury, damaages just compensation, restitution,jud'icizator equitable relief arising out of claims for
<br />personal injury, including death, and cWms for property damage, which may arise from the
<br />negligent operations of the Consultant, its su contractors, agents, employees, or Cather persons
<br />acting on its behalf which relates to the services described in section t of this Agreement and (2)
<br />from any claim that personal injury, damages, just compensation, restitution, judicial or equitah1c
<br />relief is dame by reason of the terms of or effects arising from this Agreement, This indemnity and
<br />hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial.
<br />or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
<br />this. Section or by reason sof the terms of, or effects, arising from this Agreement. The Consultant
<br />further agnea to indemnify, hold harmles% and pay all crests for the defense of City, including
<br />fees and costs for specialcounsel to be selected by the City, regarding any action by a third party
<br />ehaldenging the validity of this Agreement, or asserting Haat personal injury, damages, ,lust
<br />compensation, t titution, judicial or equitable relief due to personal or property rights arises by
<br />reason of the tercets of, or effects arising from this Agreement, City may make all reasonable
<br />decisions with respectto its representation in any legal proceeding, Notwithstanding the foregoing,
<br />to the "tent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity
<br />shall be limited, to the extent required by Civil Cade Section 2792.8, to claims that arise out of,
<br />pertain to, or relate to thonegligence, recklessness, or willful misconduct of the Consultant.
<br />S. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officer.;, agents, representatives, and
<br />employees against any and all liability, including costs, for infringement of any United States"
<br />tetters patent, trademark,,or copyright infringement, includingcosts, contained in the wont product
<br />or documents provided by Consultant to the City paarsuant to this Agreement,
<br />9, RECORDS
<br />Consultant shall keep records and invoices in connection with the weak to be performed
<br />under this. Agreement, Consultant shall maintain complete and accurate records with respect to
<br />the costs incurred under this Agreement and any services, expenditures, and disbtsmments
<br />charged to the City for a mininiurn period of three (3) years„ or for any longer period requital by
<br />law, from the date of final payment to Consultant under this Agreement. All such records and
<br />invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
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