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endorsement.
<br />If Contractor' fails or refiiscs to produce or maintain the insurance required by this section
<br />or fails or refuses to furnish 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 terminate
<br />this Agreement. Such termination shall not affect Contractor's right to be ,paid for its time
<br />and materials expended prior to notification of termination. Contractor waives the right to
<br />receive compensation and agrees to indenmity the City for any work performed prior to
<br />approval of insurance by the City.
<br />S. INDEMNIFICATION
<br />Contractor agrees to and shal l indemnify, defend, and hold harmless the City, its officers, agents,
<br />employees, consultants, speciai 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 negligence or willful
<br />misconduct of the Contractor or its, subcontractors, agents, einptoyees, or other persons acting on their
<br />behalf which relates to the services described lin 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 the
<br />terms of"or effects arising from this Agreement. 'Phis indemnity and hold harmless agreement applies to all
<br />claims for damages, just: compensation, restitution, judicial or oquitable relief suffered, or alleged to have
<br />been suffered, by reason of the events referred to in this Section or by reason of the terms of,, or effects,
<br />arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs
<br />for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding
<br />any 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 Agrecmcat. City may make all reasonable decisions
<br />with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this
<br />section shall survive expiration of this Agreement,
<br />9, INTELLECTUAL PROPERTY INDIPNINIFICA`I'ION
<br />Contractor shall defend, indemnif�y, and hold harmless City, its officers, agents, represcritatives,
<br />and employees against any and all liability or losses, inchiding costs and attorney's fees, for intiingemcut
<br />of any United States' letters patent, trademark, or copyright, alleged or contained in the, work product or
<br />documents provided or used by Contractor under this Agreement,
<br />10. CONFORMITY WITH LAW AND SANITY
<br />In pcL*nning any services under this Agrocmont, Contractor shall. observe and comply with all
<br />applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state,
<br />municipal, and local governing bodies having ,jurisdiction over the scope of services, including all
<br />provisions of` tine California Occupational Safety and Hcalth Act, Contractor shall iudetunify, defend, rued
<br />hold harmless City from any rind all liability, fines, penalties, and consequences from any of Contractor's
<br />failures to comply with such laws, ordinances, codes, and regulations,
<br />11. RECORDS
<br />Contractor shad keep records and invoices in connection with the work to be performed under this
<br />Agreement, Contractor shall maintain complete and accurate records with respect to the costs incurred
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