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Consultant shall maintain all insurance required above in full force and
<br />effect for the entire period covered by this Agreement.
<br />(!I) Certificates of insurance shall be furnished to the City upon execution Of
<br />this Agreement and shall be approved by the City,
<br />(III) Certificates arid Policies Shall state that the Policies shall not be canceled
<br />or reduced in coverage or changed in any other material aspect without
<br />thirty (30) days prior written notice to the City.
<br />if Consultant falls or refuses to produce or maintain the insurance required by this
<br />section or falls or refuses to furnish the City with required proof that insurance has been
<br />Procured and Is in force and paid for, the City shall have the right, at the City's election,
<br />to forthwith terminate this Agreement. Such termination shall not affect Consultant's
<br />right to be paid for its time and materials expended prior to notification of termination,
<br />Consultant waives the right to receive compensation and agrees to Indemnify the City for
<br />any work Performed prior to approval of insurance by the City.
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<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising Out of claims for personal
<br />injury, including death, and claims for property damage, which may arise from the direct or indirect
<br />operations of the Consultant or Its contractors, subcontractors, agents, employees, or other persons
<br />acting on their behalf which relates to the services described In section I of this Agreement; and (2) from
<br />any claim that Personal injury, damages - j ust compensation, restitution, judicial or equitable relief is due
<br />by reason of the terms of or effects arising from this Agreement, This Indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief
<br />suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by
<br />reason of the terms of, or effect$, arising from this Agreement, The Consultant further agrees to
<br />indemnify, hold harmless, and pay all costs for the defense of the City, Including fees and costs for
<br />special counsel to be selected by the City, regarding any action by a third party challenging the validity
<br />of this Agreement, or asserting that personal Injury, damages, just compensation, restitution, judicial or
<br />equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from
<br />this Agreement. City may make ail reasonable decisions with respect to its representation In any legal
<br />proceeding, Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code
<br />Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section
<br />2782.8, to claims that arise out of, pertain to or relate to the negligence, recklessness, or willful
<br />misconduct of the Consultant.
<br />INTELLECTUAL PROPERTY INDEMNIFICATION
<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' letters
<br />patent, trademark, or copyright infringement, including costs, contained in the work product or
<br />documents provided by Consultant to the City pursuant to this Agreement,
<br />9. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be Performed under
<br />this Agreement, Consultant shall maintain complete and accurate records with respect to the costs
<br />Incurred under this Agreement and any services, expenditures, and disbursements charged to the City
<br />for a minimum period of three (3) years, or for any longer Period required by law, from the date of fine]
<br />payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.
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