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f. If Consultant £aila or refuses to produce or maintain the insurance required by this section
<br />or fails or refuses to famish 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 forthwith
<br />terminate this Agreement. Such termination shall not affect Consultant's right to be paid
<br />for its time and materials expended prior to notification of termination Consultant waives
<br />the right to receive compensation and agrees to indemnify the City for any work performed
<br />prior to approval of insurance by the City.
<br />S. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, contractors, 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
<br />injury, including death, and claims for property damage, which may arise from the negligent operations
<br />ofthe Consultant, its subcontractors, agents, employees, or other persons acting on its behalfwbieh 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 Mans of or
<br />effects arising iinm 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. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City, regarding any
<br />action by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equtablereliefdue to personal or propertyrights arises
<br />by reason of the teras ot, or effects arising from this Agreement. City may make all reasonable decisions
<br />with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent
<br />Consultant's services are subject'to Civil Code Section 2782.8, the above indemnity shall be limited, to
<br />the extent required by Civil Code Section 2782.80 to claims that arise out of, pertain to, or relate to the
<br />negligence, reoktessness, or willful misconduct of the Consultant.
<br />9. INTELLECWAL 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' lettere patent,
<br />trademark, or copyright infringement, including costs, contained in the work product or documents
<br />provided by Consultant to the City pursuant to this Agreement.
<br />10. 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 coats incurred
<br />under this Agreement and any services, expenditures, and disbursements charged to the City for a
<br />minimum period of three (3) years, or for any longer period required by law, f3'om the date oftlnalpayment
<br />to Consultant under this Agreement. All such records and invoices shall be olearly identifiable.
<br />Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of
<br />such records and any other documents created pursuant to this Agreement during regular business boors.
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