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(i) Provider shall maintain all insurance required above in full force and effect
<br />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 canceled or
<br />reduced in coverage or changed in any other material aspect without thirty
<br />(30) days prior written notice to the City.
<br />e. If Provider fails or refuses to produce or maintain the insurance required by this section or
<br />fails or refuses to furnish the City with required proof that insurance has been procured and
<br />is in farce and paid for, the City shall have the right, at the City's election, to terminate
<br />this Agreement. Such termination shall not affect Provider's right to be paid for its time
<br />and materials expended prior to notification of termination. Provider waives the right to
<br />receive compensation and agrees to indemnify the City for any work performed prior to
<br />approval of insurance by the City.
<br />6. INDEMNIFICATION
<br />Provider agrees to and shall defend, indemnify and hold harniless 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 Provider
<br />or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates
<br />to the services described in section 1 of this Agreement; and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or
<br />effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for
<br />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. Provider further agrees to indemnify, hold harmless, and pay all costs for the defense
<br />of the City, including fees and costs for special counsel to be selected by the City, regarding any action by
<br />a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of
<br />the terns of, or 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 Provider's
<br />services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent
<br />required by Civil Code Section 2782.8, to clahns that arise out of, pertain to, or relate to the negligence,
<br />recklessness, or willful misconduct of the Provider.
<br />OWNERSHIP OF MATERIALS
<br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse,
<br />or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
<br />specifications, studies, drawings, estimates, and other documents or works of autborship fixed in any
<br />tangible medium of expression, including but not limited to, physical drawings or data magnetically or
<br />otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Provider under
<br />this Agreement ("Documents & Data"). Provider shall require all subcontractors to agree in writing that
<br />City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares
<br />under this Agreement. Provider represents and warrants that it has the legal right to license any and all
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