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endorsement.
<br />If Contractor 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 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 tenmination. 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 />By Contractor. Contractor agrees to and shall indemnify, defend, and hold harmless the
<br />City, its officers, agents, employees, consultants, special counsel, and representatives from
<br />liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />arising out of claims for personal injury, including death, and claims for property damage, which
<br />may arise from the operations or willful misconduct of the Contractor or its, subcontractors,
<br />agents, employees, or other persons acting on their behalf which relates to the services described
<br />in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
<br />arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for
<br />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
<br />effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless,
<br />and pay all costs for the defense of the City, including fees and costs for special counsel to be
<br />selected by the City, regarding any action by a third party challenging the validity of this
<br />Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief due to personal or property rights arises by reason of the terms of, or effects arising
<br />fiom this Agreement. Contractor's indemnification obligations hereunder shall not extend to any
<br />claims to the extent caused by the City's negligence, willful misconduct or breach of this
<br />Agreement. City may make all reasonable decisions with respect to its representation in any legal
<br />proceeding. Contractor's indemnification obligations in this section shall survive expiration of
<br />this Agreement.
<br />By City. City agrees to and shall indemnify, defend, and hold harmless the Contractor, its
<br />officers, agents, employees, consultants, special counsel, and representatives from liability for
<br />personal injury, damages, restitution, judicial or equitable relief arising out of claims for personal
<br />injury, including death, and claims for property damage, which may arise from the operations or
<br />willful misconduct of the City or its subcontractors, agents, employees, or other persons acting on
<br />their behalf which relates to the subject matter of 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. City's
<br />indemnification obligations hereunder shall not extend to any claims to the extent caused by
<br />Contractor's negligence, willful misconduct or breach of this Agreement. Contractor may make all
<br />reasonable decisions with respect to its representation in any legal proceeding. City's
<br />indemnification obligations in tl3is section shall survive expiration of this Agreement.
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