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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 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 Consultant's right to be paid for its tune
<br />and materials expended prior to notification of tennination, Consultant 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 MATERIAIS
<br />This Agreement creates anon -exclusive and perpetual licensefor 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 fit 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 Consultant
<br />under this .Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in
<br />-writing that City is granted a non-exolttsive and porpehial license for any Documents & Data the
<br />subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the
<br />legal right to license any and all Documents & Data. Consultant makes no such representation and
<br />warranty in regard to Documents & Data which were provided to Consultant 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 untended by this :Agreement shall be at City's sole risk.
<br />7. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents,,
<br />employees, consiiltatts, 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 negligence or willful
<br />misconduct of the Consultant or its, subconsultants, agents; employees, or other persons acting on their
<br />behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that
<br />personal injury, damages, just compensation, restitution, judicial or equitable rolief is due by reason of the
<br />terms of or effects arising from this Agreement, This indemnity and hold harmless agreement applies to all
<br />claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have
<br />been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects,
<br />arising froin this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs
<br />for the defense of the City, including fees and costs for special counsel to be selected by tine City, regarding
<br />any action by a third party challenging the validity of this. Agreement, or asserting that personal injury;
<br />damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises
<br />by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions
<br />with respect to its representation in any legal proceeding, Consultant's indemnification obligations in this
<br />section shall survive expiration of this Agreement. Notwithstanding the foregoing, to the extent
<br />Consultant's services are subject -to Civil Code Section 2782.8, the above indemnity shall be limited, to the
<br />extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the, negligence,
<br />recklessness, or willful misconduct of the Consultant,
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