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(ii) Certificates of insurance shall be furnished to the City upon execution of
<br />this Agreement and shall be approved by the City.
<br />(iii) Certificates and policies shall state that the policies shall not be canceled
<br />or reduced in coverage or changed in any other material aspect without
<br />thirty (30) days prior written notice to the City.
<br />If Consultant falls 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 been
<br />procured and is in force and paid for, the City shall have the right, at the City's election,
<br />to forthwith terminate this Agreement. Such termination shall not affect Consultant's
<br />right to be paid for its time and materials expended prior to notification of termination.
<br />Consultant waives the right to receive compensation and agrees to Indemnify the City for
<br />any work performed prior to approval of insurance by the City.
<br />INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, 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 damage, which may arise from the negligent operations
<br />of the Consultant or its contractors, subcontractors, 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 relief is due by reason of
<br />the terms of or effects arising from this Agreement, to the extent that the injury, damages, just
<br />compensation, restitution, judicial or equitable relief is caused by the negligence of the Consultant. 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 events
<br />referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. City may
<br />make all reasonable decisions with respect to its representation in any legal proceeding. In no case will
<br />Consultant be required to indemnify or hold harmless the City from injury, damages, just compensation,
<br />restitution, judicial or equitable relief caused by negligence of the City.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<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' letters
<br />patent, trademark, or copyright infringement, including costs, contained in the work product or
<br />documents provided by Consultant to the City pursuant to this Agreement.
<br />9. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed under
<br />this Agreement. Consultant shall maintain complete and accurate records with respect to the costs
<br />Incurred under this Agreement and any services, expenditures, and disbursements charged to the City
<br />for a minimum period of three (3) years, or for any longer period required by law, from the date of final
<br />payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.
<br />Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of
<br />such records and any other documents created pursuant to this Agreement during regular business
<br />hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related
<br />to this Agreement for a period of three (3) years from the date of final payment to Consultant under this
<br />Agreement.
<br />12A -19
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