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(i) Consultant shall maintain all insurance required above in full force and
<br />effect for the entire period covered by this Agreement.
<br />(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 cancelled
<br />or reduced in coverage or changed in any other material aspect, by
<br />consultant, without thirty (30) clays prior written notice to the City.
<br />(iv) Consultant shall supply City with a fully executed additional insured
<br />endorsement.
<br />e. If Consultant fails or refuses to produce or maintain the insurance required by this section
<br />or fails or refuses to f-nnish the City with required proof that insurance has been procured
<br />and is in force and paid for, the City shall have the right, at the City's election, to forthwith
<br />terminate this Agreement. Such termination shall not affect Consultant's right to be paid
<br />for its time and materials expended prior to notification of termination. Consultant waives
<br />the right to receive compensation and agrees to indemnify the City for any work performed
<br />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 injury,
<br />including death, and claims for property damage, which may arise from the negligent operations of'the
<br />Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf
<br />which relates to 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 of the terms of
<br />or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suffered, by 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 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, regarding any
<br />action by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises
<br />by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions
<br />with respect 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 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 Consultant.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees
<br />against any and all liability, including costs, for infringement of any United States' 'letters patent,
<br />trademark, or copyright infringement, including costs, contained in the work product or documents
<br />provided by Consultant to the City pursuant to this Agreement.
<br />RECORDS
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