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(ii) 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 and 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 fails or refuses to produce or maintain the insurance required by this
<br />section or fails 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-pald 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.
<br />INDEMNIFICATION
<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 1 of this Agreement; and (2) from
<br />any claim that personal injury, damages, just 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 effects, 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 all 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 />8. RESERVED.
<br />g. 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 final
<br />payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.
<br />Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of
<br />such records and any other documents created pursuant to this Agreement during regular business
<br />hours, Consultant shall allow inspection of all work, data, documents, proceedings, and activities related
<br />to this Agreement for a period of three (3) years from the date of final payment to Consultant under this
<br />Agreement.
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