|
and is in force and paid for, the City shall have the right, at the C'ity's election, to forthwith
<br />tenninate this Agreement_ Such Lennination shall not of lect COtlsarlLLUIC3 tight to be paid
<br />lot its time and materials expcndcel prior to notification of tututination_ Consnhanl waives
<br />the right to receive compensation and agrees to indemuty, the City for any work pertormed
<br />prior Lo approval of insurance by the Cily.
<br />8. INDENINIFICA VION
<br />Consultant agrees to defend, and shall indernify and hold harmless the City, its officers, agents,
<br />employees, contractors, 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
<br />injury, including death, and claims for property claniage, which may arise from the negligent operations
<br />of the Consultant, its subcontractors, agents, employees, or other persons acting on its bchalt which relates
<br />to the services described in section 1 of this Agrceinent: and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or
<br />effects arising from this Agrecanent This indemnity and hold hanmless agrecaractu applies to all claims for
<br />damages, just compensation, restitution, judicial or equitable relict suffcrcd, or alleged to have been
<br />suffered, b_y reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement_ The Consultant further aga rees to indemnify, hold harmless, nd pay al I costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City, regarding any
<br />action by a third party challenging the validity of Lhis Agreemem, or asserting that personal it>jUuy-
<br />datuagcs,-1 ost cornpcnsalion, restitution,,ludicial or cquitablc rclicfduc to personal or property rights ar iscs
<br />by reason of the terms of, or effects arising trom this Agreement. City may malce all reasonable decisions
<br />Willi respect to ifs representation in any legal proceeding. Nolwidislanding the foregoing, to the extent
<br />COt15LLln1111,'S services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to
<br />the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
<br />negligence, recklessness, or willful misconduct of the CUnSLdtant.
<br />9. INTELLECTUAL PKOPEK`1'Y INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, it_, officers, agent.;, representatives, and employees
<br />against any and all liability, including costs, for infiingancnt of any United States' letters patent,
<br />trademark, or copyright infringement, includinc costs, contained in the work product or documents
<br />provided by Consultant to the Cily pursuant to Ibis Agreemenl.
<br />10. RECORDS
<br />(:onsnitant shall keep records and invoices in connection with the work to he performed ender this
<br />Agreement. Cmistdtant shall maintain complete and accuale records with respect to the costs inctu-r-ed
<br />Under this Agreement and any services, expenditures, and disbursement, charged to the City for a
<br />minianum period of tluec (3) years, or fin- any longer period rcgttircd by law, from the date of final pxymcnt
<br />to Consultant under this AL)rcement. All such records and invoices shall be clearly identifiable.
<br />Consttl(ant shall allow a represenialive of the City to examine, audit, and make uanscripts or copies of
<br />such records and any other documents created pursuant to this Agreement during regular business hotu-s_
<br />Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this
<br />Agreement for a period of three (3) years from the date of final payrncrn to Consultant under this
<br />City Council . `''v ' "18 — 8 4/20/2021
<br />
|