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or reduced in arva-age or changaf in any other material aspect, by
<br />COn5uthant, without thirty (30) days prior written notice to the City.
<br />(iv) Consultant shall supply City with a fully CXCttted additional insured
<br />endorsement.
<br />I'. TI't_Or)sulL2mt fails or refuses uo produce or maintain the insurance required by this
<br />section or fails or refuses to till-nish 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 City's
<br />election, to forthwith terminate this Agreement. Such termination shall not affect
<br />Consultant's right to he paid for its time and materials expended prior to notification
<br />of termination. Consudtant waives the right to receive Compensation and agrees to
<br />indemnify the Cily for any work performed prior to approval of insurance by the
<br />City.
<br />8. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnity, and hold harmless the City, its otliecrs,
<br />agents, employees, Consultants, special counsel, and representatives from liability: (1) for personal
<br />injury, damages,just compensation, restitutioil, judicia I or equitahIe relief arising nut ofclainrs for
<br />personal injury, including death, and claims for property damage, which may arise tiom the
<br />negligent operations of the Consultant or its ]ubCOtlSuhanls, agents, employees, or other persons
<br />acting on their behalf which relates to the services described in section 1 of this Agrccmcnt; and
<br />(2) from any slain that personal injury, damages, just compensation, restitution, judicial or
<br />equiiable relief is due by reason of the terms of or elleels arising lion this Agreement. I his
<br />indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable rclicf'suPtcred, or alleged to have been suftcrcd, by reason of the
<br />events referred to in this Section or by reason of the terms of, or effects, arising from this
<br />Agreement. The Consultant further agrees to indemmify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agrccmcnt, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable 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 nll 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 2732.8, the above indemnity shall be limited, to the extent required by Civil Codc Section
<br />27K2.8, fir claims that arise of, pertain to, or relate to the negligence, reeldessness, or willtitl
<br />misconduct of the Consultant.
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend, indemnify and hold harmless the City, its officers, agents.
<br />representatives, and employees against any and all liability, including costs, and attorney's fees,
<br />1 or i n 1 ii n gem en l o f an y IJ n i Led States' letters patent, trademark. or Crp yri gh t contained in the work
<br />product or documents provided by Consultant to the City pursuant to this Agreement.
<br />City Council 21 — 7 7/6/2021
<br />Page 4 o f 8
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