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<br />election, to forthwith terminate this Agre,
<br />Contractor's right to be paid for its time an
<br />of termination. Consultant waives the rig
<br />indemnify the City for any work perform
<br />City:"
<br />nent. Such termination shall not affect
<br />materials expended prior to notification
<br />11
<br />t to'receive compensation and agrees to
<br />d prior to approval of insurance by the
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<br />riINIT'YCATIQN � _� ��,
<br />A
<br />ultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />yees, contractors, special counsel, and representatives from liability: (t) for personal
<br />,cs, justcompensation, restitution, judicial or equitable relief arising out of claims for
<br />ry, including, death, and claims for property damage, which may arise from the
<br />:rations ofAe-'Contractor, its subcontractors, agents, employees, or other persons
<br />)ehalf which.relates to the ervices described in section i of this Agreement; and (2)
<br />rn that personal injury, damages; just compensation, restitution, judicial or equitable
<br />,y reason of the terms of or effects arising from this Agreement. This indemnity and
<br />agreement applies to all claims for damages, just compensation, restitution, judicial
<br />elief suffered, or alleged to have been suffered, by reason of the events referred to in
<br />r by reason of the terms of, or effects, arising from this Agreement. The Consultant
<br />r to indemnify, hold harmless, and pay all costs for the defense of the City, including
<br />for special counsel to be selected by the City, regarding any action by a third party
<br />he validity of this Agreement, or asserting that personal injury, damages, just
<br />b restitution, judicial or equitable relief due to personal or property rights arises by
<br />terms of; or effectsarising from this Agreement. City may make all reasonable
<br />i respect to its representation in any legal proceeding. Notwithstanding the foregoing,
<br />2ontractor's services are subject to Civil Code Section 2782.8, the above indemnity
<br />edf`to the extent required by Civil Code Section 2782.8, to claims'that arise out of,
<br />relate to the negligence, recklessness, or willfid misconduct of the Coatractor , .
<br />LLECTUAL PROPERTY INDEMNIFICATION
<br />dtant shall defend and indemnify the City, its officers, agents, representatives, and } _'
<br />pinst any and.all liability, including costs, for infringement of any United States'
<br />trademark or copyright infringement, including costs, contained! the work product
<br />provided by Consultant to the City pursuant to this Agreement.
<br />,
<br />)RDS
<br />ittant shall keep records and invoices in l onnection with the work to be erfprmec
<br />xeement, Consultant shall maintain complete and accurate records withrespect
<br />urred under this Agreement and any services, expenditures, and disbui'se'ments'
<br />City for a minimum period of three (3) years, or for any longer period regtiied
<br />date of final payment to Consultant under this Agreement. All such records and
<br />l be clearly identifiable. Consultant shall allow a representative of thehGtty to Y ;
<br />it, and make transcripts or copies of such records and any other documents created ; urt;
<br />is Agreement during regular business hours. Consultant shall alloNE
<br />w inspection of all
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