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f. If Consultant fails or refuses to produce or maintain the insurance required
<br />by this section or fails or refuses to furnish the City with required proof
<br />that insurance has been procured and is in force and paid for, the City shall
<br />have the right, at the City's election, to forthwith terminate tins
<br />Agreement. Such termination shall not affect Consultant's right to be paid
<br />for its time and materials expended prior to notification of termination.
<br />Consultant waives the right to receive compensation and agrees to
<br />indemnify the City for any work performed prior to approval of insurance
<br />by the City.
<br />7. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, consultants, special counsel, and representatives from liability: (1) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising
<br />out of claims for personal injury, including death, and claims for property damage, which
<br />may arise from the negligent operations of the Consultant or its contractors,
<br />subcontractors, agents, employees, or other persons acting on their behalf which relates to
<br />the services described in section 1 of this Agreement; and (2) from any claim that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief is due by reason
<br />of the terms of or effects arising from this Agreement. This indemnity and hold harmless
<br />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
<br />to in this Section or by reason of the terms of, or effects, arising from this Agreement.
<br />The Consultant further agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreement, or
<br />asserting that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief due to personal or property rights arises by reason of the terns of, or
<br />effects arising from this Agreement. City may make all reasonable decisions with respect
<br />to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent
<br />Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall
<br />be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the
<br />Consultant.
<br />8. INTELLECTUAL PROPERTYINDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents,
<br />representatives, and employees against any and all liability, including costs, for
<br />infringement of any United States' letters patent, trademark, or copyright infringement,
<br />including costs, contained in the work product or documents provided by Consultant to the
<br />City pursuant to this Agreement.
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