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(ill) 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 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 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 agrees to indemnify the City for any work performed prior to approval of <br />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 />10. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and further agrees to exercise <br />the same degree of care it uses to protect its own information of like importance, but in no event less <br />