|
v. Consultant shall supply City w uh s fully executed additional insured
<br />endorsement.
<br />r If Consultant fails or refuses to produce or maintain the insurance required by this
<br />section or fails or reNses to furnish the City with required proof drat insurance hags
<br />been procuredand is in for"- and d patid for, the City shall have the riot, at the City's
<br />el -tion, to forthwith terminate this Agreement, Such termination shall riot affect
<br />Consultant's fight to be paid for its time and materials expended prior ta7 notifia adon
<br />of tertmramon.. Consultant waives the right to receive comperuinion and agrees to
<br />iadrriinify itis^ City for arty work performed prior to approval of insurance by the
<br />City.
<br />INDEN INdFtCak"f'tO?4
<br />Co€)suln aat agrees to defend, and shalt indemnits° and hold hanuicss the City, ii. officers,
<br />agents, earaployees, contractors, special counsel, and representatives from lirataility: (1) for personal
<br />injury, adamages, ust compezasatiora, restitution, judicial or ealnitable relief arising out ofc1orms; to,
<br />lsersonal injury, including. deatlt, and elaairres for property damage, avinch may arise front the
<br />m dig rat operations of the Consultant, its subcontractors, agents, employees or rather persons
<br />acmnt on its behalf which relates to the sctrvic e is described in section t of Ibis Agreement; and ()
<br />from any claim that personal injury, daamatges, just srarrspea tatia)ra, rc3titution, judicial or equitable
<br />relief is due by reason of the terms of or ct1ccti aarishig from this Agreement. `iasis itudenmity and
<br />hold haarsutess agreement awppl."- to alt claims for damages, just compensation, restitution, judicial
<br />orequitahte reliefsufered, or alleged to have beco suf3crc4, by mson of the events referred to in
<br />this Section or by mason of the terma of, or efl's cis, U ising leans this 4greciner€t. 't tie Consultant:
<br />further agrees to indemnify, hold harmless. and pay zal l costs for the defense of the City, Including
<br />fees and costs for special counsel to be selected by the City, r rding any notion by a. third party
<br />challenging the validity of this ,Agreement, or asserting That }awsontal injury. d,°anrt€gcs„ just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by
<br />rea )rs of the tmms of, or effects raising £roars this Agreement City may make all reasonable
<br />decisions with respoct to its representation in any legal ptoccedtatg. f+lomithstarding the.. tbrogoing,
<br />to the extent Consultant's raarvicr s are subject to Civil Cade Saction 278 .11, the above irdenanity,
<br />shall be limited, to the extent required by Civil Code Section 27818, to climes Bradt arae out of,
<br />pertain to, car relate to the ztaglsg„cna e, recklessittss, or willful wttiseaanduct of the Consultant,
<br />S. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant &hall defend and indemnify tate City, its officers, agents, rcptesontsuves, and
<br />employe" against any and Lill liability, including costs, for inffingerment of any United StatW
<br />letters patent, tradcm a&, car cap)dght, infringement, including costs, contained in the•work product
<br />ordocuments provided by Consultant tie) the City pursuant to this Agreement.
<br />1 RECORDS
<br />Consultant shall keep rovorts and invoices in connection with the work to be performed
<br />under this Agreentent. Consultant shall maintain complete and accurate records with respect to
<br />the costa 3mcarrred under this Agpeement and tiny semi,es, expenditures. and disbursements
<br />Page 4 of S
<br />
|