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If Contractor fails or refuses to produce or maintain the insurance required by this
<br />section or fails or refuses to furnish die City with required proof that insurance has
<br />been procured and is in force and paid for, die City shall have die right, at the City's
<br />election, to forthwith terminate this Agreement. Such termination shall not affect
<br />Contractor's right to be paid for its time and materials expended prior to notification
<br />of termination. Contractor 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 />Contractor 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, 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 />negligent operations of the Contractor or its subcontractors, agents, employees, or other persons
<br />acting on their behalf which relates to the services described in section I of this Agreement; and
<br />(2) from any claim that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief is due by reason of the terns of or effects arising from this Agreement, This
<br />indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
<br />events referred to in this Section or by reason of the terms of, or effects, arising from this
<br />Agreement, The Contractor further agrees to indemnify, hold harmless, slid pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable rellefdue to personal
<br />or property rights arises by reason of the terms of, or effects arising from this Agreement, City
<br />may make all Nftsonabte decisions with respect to its representation in any legal proceeding,
<br />Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code
<br />Section 29821, the above indemnity, shall be limited, to the extent required by Civil Cods; Section
<br />2982,8, to claims that arise of, pertain to, or relate to the negligence, €ecklessness, or willful
<br />tnlsconduct of the Contraotor,
<br />8, INTELLECTUAL PROFERTV INDEMNIFICATION
<br />Contractor shall defend, indemnify and hold htnrinlom the City, its officer@, Agents,
<br />repreaentA1ivea, and employees ogainat Any and all liability, including costa, And Attorrigl§ files,
<br />for lnfringement of any United States' letters patent, trademark, OF copyright c®nlAined in the work
<br />pr®duet e€ deeurnwim provided by Contraet®r to the City pursuant to this Agreement.
<br />I®, RECORDS
<br />Contractor shall keep nee®rds And invoim in eenneetien with the work le he perf@nned
<br />under thin Agreement: Contm t®r shall maintain @omplete and aeearate ree®rds with respect to
<br />the Bests hwumd under this Agreement And Any services, @xpenditures, And dishursetments
<br />t:harged to the City for a minimum period of (3) years, or for Any longer period required by
<br />page 9 et 9
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