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If Consultant fails or refuses to produce or maintain the insurance
<br />required by this section or fails or refuses to furnish the City with required
<br />proof that insurance has been procured and is in force and paid for, the
<br />City shall have the right, at the City's election, to forthwith terminate this
<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 />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 direct or indirect operations of the Consultant or its contractors,
<br />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
<br />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
<br />harmless agreement applies to all claims for damages, just compensation, restitution,
<br />judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
<br />events referred to in this Section or by reason of the terms of, or effects, arising from this
<br />Agreement. The Consultant 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
<br />the City, regarding any action by a third party challenging the validity of this Agreement,
<br />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
<br />effects arising from this Agreement. City may make all reasonable decisions with respect
<br />to Its representation in any legal proceeding.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<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
<br />the City pursuant to this Agreement.
<br />Consultant shall keep records and invoices in connection with the work to be
<br />performed under this Agreement. Consultant shall maintain complete and accurate
<br />records with respect to the costs Incurred under this Agreement and any services,
<br />expenditures, and disbursements charged to the City for a minimum period of three (3)
<br />years, or for any longer period required by law, from the date of final payment to
<br />Consultant under this Agreement. All such records and invoices shall be clearly
<br />identifiable. Consultant shall allow a representative of the City to examine, audit, and
<br />make transcripts or copies of such records and any other documents created pursuant to
<br />25F -6
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