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reduced in coverage or changed in any other material aspect without thirty
<br />(10) days prior written notice to the City -
<br />iv. Where the amounts or coverage provided by the certificates of insurance.
<br />provides coverage greater than those listed by this Agreement, thee amounts
<br />provided by the certificates of insurance shall be incorporated by reference
<br />into the Agreement.
<br />IV. C'wuultant shall Supply City with a fully executed additional insured
<br />endorsement.
<br />1'. if Consultant, lulls or refuses to produce or maintain the insurance required by this
<br />section or fails or refuses to turnish the City with required proof that insurance has
<br />been procured and is in force and paid for, the City shall have the right, at the C'ity's
<br />election, to forthwith terminate this Agreement. Such termination shall not affect
<br />Consultants right to be paid fcrr its time and materials expended prior to notification
<br />of terrnination- Consultant waives the right to receive compensation and agrees to
<br />indemnify the City for any work perfortned prior to approval of insurance by the
<br />City-
<br />R. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmlcss the City, its officers,
<br />agents, employees, eonlraclors, special counsel, and representatives from liability: (1) for personal
<br />injury, danrages,,just compensation, restitution. judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, which may arise from the
<br />negligent operations of the COlrsnitam, its subcontractors, agents, employees, or other persons
<br />acting on its behalf which relates to the services described in section 1 of This Agreement; and (2)
<br />from any claim that personal iniury danrages,just compensation, restitution, judicial or equitable
<br />relief -is due. by reason of theterms of or clfcets arising froin this Agrcctncnt. This indemnity and
<br />hold harmlcss agreement applies to all claims for damages, just compensation, restitution, judicial
<br />or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
<br />this Section or by reason of the terms of, or effects, arising from this Agreement, The Consultant
<br />father agrees to indenmi fy, hold harmless, and pay all costs tin- the defense of the City, including
<br />fees and costs for special counsel to be selected by the City, rc-ardinl; any action by a third party
<br />challenging the validity of this Agree rent, or asserting chat personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by
<br />reason of the terms of, or effects arising from this Agreement. City may slake all reasonable
<br />decisions with respect to its rep-esentation in any legal proceeding. Notwithstanding the foregoing,
<br />to the Cxteut Consultant's services are subjcet to Civil Code Section 2782.8, the above indemnity
<br />shall be limited, to the extent required b-y Civil Code SCCIon 2782.8. to claims that arise out of,
<br />pertain to, or relate to the negligence. recklessness, or willful misconduct of the Consultant.
<br />9. INTELLECTUAL PROPERTY iNDEMNiFiC;1TiON
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and
<br />employees against any and all liability, including costs, for infringement of any United States'
<br />letters patent, trademark, or copyright infringement, including costs, contained in the work product
<br />or ilocumcnts provided by Consultant to the City pursuant to this Agreement.
<br />City Council 25 - 2$ 6/1SB024rf 11
<br />Non -I ed I unding Ib I '(P'M
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