V. Clntsultant 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 tails or refuses to firnish the City with required proof that insurance has
<br />been procured and is in force and paid for, the City steal I have the right, at the City's
<br />election, to forlhwilh lerminale this Agreement. Such termination shall nol affecl
<br />('onsultant's right to be paid for its time and materials expended prior to notification
<br />of tcrtnination. Consultant waives the right to toccive compertsatlOrl and agrees to
<br />indemnify the City for any work performed prior to approval of insurance by the
<br />City.
<br />R. INDTMNITICATION
<br />Consultant agrees to detcod, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, contractor, special counsel, and representatives from liability: (I ) for personal
<br />injury, damages,,Iusl Compensation, restitution, judicial or equitable relief arising out ofclaims for
<br />personal injury, including death, and claims firr property damage, which may arise from the
<br />negligent operations of the Consultant, its subeontractors, agents, employees, or other persons
<br />acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
<br />from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
<br />rcliCf is due by reason of the Lerms of or CffeCLs arising front this Agrecmcm. This indennily and
<br />hold harmless agreement applies to all claims for damages, j ust compensation, restitution, j udicial
<br />or equitable relief suffered, or alleged to have been suttered, by reason of the evens referred to in
<br />chi, Section or by reason of the terms of, or effects, arising from this Agrccmcnt. 'I he Consultant
<br />IiuUler agrees to indemnify, hold harmless, and pay all costs for the delense of the City, including
<br />fees and costs tin- special Counsel to be selected by the CiLy, regarding any aCLion by a third party
<br />challenging the validity- of this Ag eernent, 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 tetnis 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 foregoing,
<br />to tltC CxLCnI Consultant's services are subject to Civil Code Section 2792.8, the above indemnity
<br />shall be limited, to the extent required by Civil Code Section 2782.8, to claim; that arise out of,
<br />pertain to, or relate to the negligence, recklessness, or willhtl misconduct of the Consulrant.
<br />9. IN'I'6:LLFCTUA1, PROPERTY INDFMNINIC'A'I ION
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and
<br />employees against any and all liability, including costs, for infringement of any United States
<br />letters patent, trademark, or copyright infringement, including costs, contained in the work product
<br />or documents provided by COnSnlLant to the CiLy pursuant to this Agreement.
<br />10. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be perftmned
<br />under this Agreement. COnstdtant shall maintain complete and aceuraLC records with respect to
<br />the costs incurred under this Agrccmcnt and any services, expenditures, and disbursements
<br />City Council 22 — 8 4/2020Ilf 1 n
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