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Consultant's right to be paid for its time and materials expended prior to notification
<br />of termination. Consultant waives the right to receive compensation and agrees to
<br />indemnify the City for any work performed prior to approval of insurance by the
<br />City-
<br />7. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, cmpinyccs, Coll sullants, spccial counscl, and represcntaLives from liability: (1) for personal
<br />1111Ury, damages, llist coIripensation, restil Litton, lUihelal Or CClUnable relief arising Out of elallns for
<br />personal injury, including death, and claims for property damage, which may arise trom the
<br />negligent operations of the Consultant or its Consultants, subcontractors, agents, employees, or
<br />other persons acting on their behalf which relates to the services described in section 1 of this
<br />Agreement; and (2) fi-om any claim that personal injury, damages, Just compensation, restitution,
<br />judicial or equitable relief is dtle b-y reason of the terms of or effects arising trom this Agreement.
<br />This indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitrtion, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
<br />evenLs rcfcr-col to in this Section or by reason of the tcmis of, or effecLs, arising from this
<br />Agreement. The Consultant further agrees to indcnmify, hold harmless, and pay all costs for the
<br />defense of the City. including fees and costs for Special counscl to be selected by the City.
<br />regarding any action by a third parity challenging the validity of this Agrccmcnt, or asserting that
<br />Personal injury, damages, just compensation, restitution, judicial or equitable reliefdue to personal
<br />or property rights arises by reason of the terns of', or effects arising from this Agreement. City
<br />may make all reasonable decisions with respect to its representation in any legal proceeding.
<br />Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code
<br />Section 27H2.K, the above indenmily shall be limited, to the extent required by Civil Code Section
<br />27818, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Consultant-
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />C,onsulianl shall defend, indernttify and hold harmless the City, its officers, agents,
<br />rcprcacntativcs, and cmpinyccs against any and all liability, including cosh, and anorncy's Iccs,
<br />for infringenem of any United States' letters patent, trademark, or copyright contained in the work
<br />produc( or documents provided by Consultant to the City pursuant to this AgreenrenL.
<br />9. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed
<br />Linder this Agreement- Consultant shall maintain complete and accurate records with respect to
<br />the cosh incurred Linder this Agreement and any services, expenditureS, and disbursements
<br />charged Lo the City for a tninimutn period of diree (3) years, or for any longer period required b-y
<br />law, tiuni the date of final payment to Consultant nuclei this Agreement. All such rewrds and
<br />invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
<br />examine, audit, and make transcripts or copies of such records anti any other documents created
<br />pLu-suauu Lo this Agrccmcnt durinu rcuularbusincsS hours- C.011SUILant shall allow inspcclirm ofall
<br />work, data, documents, proceedings, and activities related to this Agrccmcnt for a period of three.
<br />(3) years lion rite date of final payment to Consultant under this Agreement.
<br />City Council 30 — 11 4/6/2021
<br />Pagc 4 of 9
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