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I- If COnsttltanl fails or reluses to produce or maintain the insurance required by this
<br />section or Iails or refuses to furnish the City with required proof that insurancc has
<br />been procured and is in force and paid tor, the City steal I have the right, at the City's
<br />election, to lorlhwilh lerminale this Agreement. Such lermination shall nol allert
<br />Consultant's right to be paid fin- its time and materials expended prier to noti lication
<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 />8. 1NDEMNIFICA HON
<br />Consultant agrees to defend, and shall indemnity and hold harmless the City, its officers,
<br />agents, employees, Consultants, special counsel, and representatives tiom liability: (I ) for personal
<br />injury, damages,just compensalion, restiurtion, judicial or equitable relied arising oul ofclaims fur
<br />personal injury, including death, and claims lirr property damage, which may arise liom the
<br />negligent Operations of the Consultant or its subconsultants, agents, employees, or other persons
<br />acting on their behalf which relates to the services described in section 1 of this Agreement; and
<br />(2) from any claim that personal injury, damages, just compensation, restitution, judicial or
<br />cquitablc relief is due by reason of thee tenors of or effects arising from this Agreement- This
<br />indemnity and hind harmless agreement applies to all claims for dawagcs, just cornpcnsatiun,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
<br />events refcn'cd to in this Suction Or by reason of the terms ot, or effects, arising from this
<br />Agreement The Consultant lurlher agn-ees to indemnil'y, hold harniless, and pay all costs I'or the
<br />defense of the City, including fees and costs Ior special Counsel to be selected by the City,
<br />regarding any action by it third party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just eonrpcnsation, restinttiott, judicial or cquitablc relief due to personal
<br />or property rights arises by reason of the terms of, or effects arising from this Agreement. City
<br />may make all reasonable decisions with respect to its representation in any legal proceeding-
<br />Nolwithstanding the lorcgoing, to the. CXICnt Consultant's services arc subicct to Civil Code.
<br />Section 2782.8, the above indemnity shall be limited, 10 the CXICm rcquircd b-y Civil Code Section
<br />2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willfill
<br />misconduct of the Consultant.
<br />9. INTELLECTUAL PROPERTY INDEMNIFICA'I ION
<br />Consultant shall defend, indemnify and hold harmless the City, its officers, agents,
<br />represenrrtives, and employees aVainst any and all liability, including costs, and attnrney's fees,
<br />for infringement of any United States' letters patent, trademark, or copyright contained in the work
<br />product or documents provided by Consultatn to the City pursuant to lhis A_grecsttcnt-
<br />10. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be perlonmed
<br />under this Ag,recmcnt. Consultant shall maintain complete arld accuratc rccords with respect to the
<br />costa incurred underthis Aercemcnt and any services, expenditures, and disbursements charged to
<br />City Council 26 — 59 6/15/2021
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