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Exhibit 7
<br />Provider's insurance coverage in place during the term of this Agreement.
<br />f. If Provider 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
<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 />Provider's right to be paid for its time and materials expended prior to notification
<br />of termination. Provider 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 />6. INDEMNIFICATION
<br />Provider agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, Providers, special counsel, and representatives from liability: (1) for personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, which may arise from the
<br />negligent operations of the Provider or its subcontractors, 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 />equitable relief is due by reason of the terms of or effects arising from this Agreement. This
<br />indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, 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 Provider further agrees to indemnify, 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 Agreement, 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 all reasonable decisions with respect to its representation in any legal proceeding. This
<br />indemnification provision shall survive expiration or termination of this Agreement.
<br />7. RECORDS
<br />Provider shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Provider shall maintain complete and accurate records with respect to the
<br />costs incurred under this Agreement and any services, expenditures, and disbursements charged to
<br />the City for a minimum period of three (3) years, or for any longer period required by law, from
<br />the date of final payment to Provider under this Agreement. All such records and invoices shall
<br />be clearly identifiable. Provider shall allow a representative of the City to examine, audit, and
<br />make transcripts or copies of such records and any other documents created pursuant to this
<br />Agreement during regular business hours. Provider shall allow inspection of all work, data,
<br />documents, proceedings, and activities related to this Agreement for a period of three (3) years
<br />from the date of final payment to Provider under this Agreement. This records provision shall
<br />survive expiration or termination of this Agreement.
<br />#21956v2
<br />25V-7
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