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f. If Consultant fails or refuses to produce or maintain the insurance required by this
<br />section or fails or refuses to furnish the Successor Agency with required proof that
<br />insurance has been procured and is in force and paid for, the Successor Agency
<br />shall have the right, at the Successor Agency's election, to forthwith terminate this
<br />Agreement. Such termination shall not effect Consultant's right to be paid for its
<br />time and materials expended prior to notification of termination. Consultant waives
<br />the right to receive compensation and agrees to indemnify the Successor Agency for
<br />any work performed prior to approval of insurance by the Successor Agency.
<br />7. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the Successor
<br />Agency, its officers, agents, employees, consultants, special counsel, and representatives from
<br />liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief arising out of claims for personal injury, including death, and claims for property damage,
<br />which may arise from the negligent operations of the Consultant, its subcontractors, agents,
<br />employees, or other persons acting on its behalf which relates to the services described in Section
<br />1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this
<br />Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
<br />by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all
<br />costs for the defense of the Successor Agency, including fees and costs for special counsel to be
<br />selected by the Successor Agency, regarding any action by a third party challenging the validity
<br />of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
<br />effects arising from this Agreement. Successor Agency may make all reasonable decisions with
<br />respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the
<br />extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall
<br />be limited, to the extent required by Civil Code Section 2782,8, to claims that arise out of,
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the Successor Agency, its officers, agents,
<br />representatives, and employees against any and all liability, including costs, for infringement of
<br />any United States' letters patent, trademark, or copyright infringement, including costs, contained
<br />in the work product or documents provided by Consultant to the Successor Agency pursuant to
<br />this Agreement,
<br />9. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Consultant shall maintain complete and accurate records with respect to
<br />the costs incurred under this Agreement and any services, expenditures, and disbursements
<br />charged to the Successor Agency for a minimum period of three (3) years, or for any longer
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