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(Il) Certificates of Insurance shallbe furnished' to the City and Anaheim upon
<br />execution of this Agreement and shall be approved by the City and Anaheim.
<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 (30)
<br />days prior written notice to the City and Anaheim.
<br />a. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails
<br />or refuses to furnish the City and Anaheim with required proof that insurance has been procured
<br />and is in force and paid for, the City and Anaheim shall have the right, at the City or Anaheim's
<br />election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's
<br />right to be 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 and Anaheim.
<br />& INDEMNIFiCATION
<br />Consultant agrees to and shall indemnify and ihold harmless the City and Anaheim, their officers, agents,
<br />employees; consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and
<br />claims for property damage, which may arise from the direct or indirect operations of the Consultant or its
<br />contractors; subcontractors, agents, employees, or other persons acting on their behalf which relates to the
<br />services described in section 1 of this Agreement; and (2) from any claim that personal Injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this
<br />Agreement. This Indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to
<br />in this Section or by reason of the terms of, or effects, arising from this Agreement. Consultant further agrees to
<br />indemnify, hold harmless, and pay all costs for the defense of the City and Anaheim, including fees and costs for
<br />special counsel to be selected by the City and Anaheim, regarding any action by a third party challenging the
<br />validity 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 this
<br />Agreement. City and Anaheim may make all reasonable decisions with respect to its representation In any legal
<br />proceeding, Notwithstanding the foregoing, to the extent Consultant's Services are subieet to Civil Code Section
<br />2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that
<br />Parise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant,
<br />9: INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend, and indemnify the City and Anaheim, their officers, agents, representatives, and
<br />employees 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 ordpcuments provided by
<br />Consultant to the City and Anaheim pursuant to this Agreement,
<br />Consultant shall keep records and Invoices in connection with tit
<br />Agreement; Consultant shall maintain complete and accurate records wltt
<br />Agreement and any service$, expenditures, and disbursements charged k
<br />period of three (3) years, or for any longer period required by law, frorn the,
<br />under this Agreement. All such records and Invoices shall be clearly !dent
<br />representative of the City aridlor Anaheim to examine, audit, and make tra
<br />any other documents created pursuant to thTa Agreement during regular bi
<br />inspection of all work, data, documents, proceedings, and activities relates
<br />(3) years from the date of final payment to Consultant under this Agreeme
<br />11, CONFIDENTIALITY
<br />If Consultant receives from the City and/or Anaheim information which due to the nature of such
<br />Information is reasonably understood to be confidential and/or proprietary, Consultant agrees that It shall not use
<br />or disclose such information except in the performance of this Agreement and further agrees to exercise the
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