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procured and is in force and paid for, the City shall have the right, at the City's election,
<br />to terminate this Agreement. Such termination shall not affect Consultant's right to be
<br />paid for its time and materials expended prior to notification of termination. Consultant
<br />waives the right to receive compensation and agrees to indemnify the City for any work
<br />performed prior to approval of Insurance by the City.
<br />8. 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 direct or indirect
<br />operations of the Consultant or Its contractors, subcontractors, agents, employees, or other persons
<br />acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from
<br />any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due
<br />by reason 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 equitable relief
<br />suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by
<br />reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to
<br />Indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for
<br />special counsel to be selected by the City, regarding any action by a third party challenging the validity
<br />of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from
<br />this Agreement. City may make all reasonable decisions with respect to its representation in any legal
<br />proceeding.
<br />OWNERSHIP OF MATERIALS; WORT{ FOR HIRE
<br />Upon termination of this Agreement, Consultant shall transfer, assign and make available to the
<br />City, or its representatives, all property and materials in its possession or control belonging to the City
<br />and paid for by the City. In the event that the material, which Is the subject of this Agreement, is
<br />copyrightable subject matter, Consultant and City agree the material shall be a work made for hire and
<br />the property of the City, In the event that the material which is the subject of this Agreement is not
<br />copyrightable subject matter, or for any reason is determined not to be a work made for hire, then and
<br />in such event Consultant hereby assigns all right, title and interest to said material to City. Concepts,
<br />logos and straplines not selected by the City remain the intellectual property of Consultant. Stock
<br />photography used for the demonstration of creative concepts is not to be reproduced or published in
<br />any way without first negotiating usage rights with the appropriate stock image provider. To ensure that
<br />the recommended strapline (tagline) is available for use and capable of being trademarked, Consultant
<br />will conduct a trademark registration search with the United States Patent and Trademark Office via
<br />their web site: http:l/www.uspto,gov/main/trademarks, him. Consultant will report any records found
<br />relating to the strapline. The pursuit of an official, legally -binding trademark is the responsibility of the
<br />City.
<br />8. 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.
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