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(i) Consultant shall maintain all insurance required above in full force and effect for
<br />the entire period covered by this Agreement.
<br />(ii) Certificates of insurance shall be furnished to the City upon execution of this
<br />Agreement and shall be approved by the City.
<br />(iii) Certificates and policies shall state that the policies shalt 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.
<br />If Consultant fails or refuses to produce or maintain the insurance required by this section or fails
<br />or refuses to furnish the City with required proof that insurance has been procured and is in force
<br />and paid for, the City shall have the right, at the City's election, to forthwith terminate this
<br />Agreement. Such termination shall not affect Consultant's rigbt to be paid for its time and
<br />materials expended prior to notification of termination. Consultant agrees to indemnify the City
<br />for any work performed prior to approval of insurance by the City.
<br />INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees,
<br />consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for
<br />property damage, which may arise frorn the negligent operations of the Consultant or its contractors,
<br />subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in
<br />section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, to the extent that
<br />the injury, damages, just compensation, restitution, judicial or equitable relief is caused by the negligence of the
<br />Consultant. 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. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding. In no case will Consultant be required to
<br />indemnify or hold harmless the City from injury, damages, just compensation, restitution, judicial or equitable
<br />relief caused by negligence of the City.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees
<br />against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or
<br />copyright infringement, including costs, contained in the work product or documents provided by Consultant to the
<br />City pursuant to this Agreement.
<br />9. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed under this
<br />Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this
<br />Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three
<br />(3) years, or for any longer period required by law, from the date of final payment to Consultant under this
<br />Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of
<br />the City to examine, audit, and make transcripts or copies of such records and any other documents created
<br />pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data,
<br />documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of
<br />final payment to Consultant under this Agreement.
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