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f. If Subcontractor fails or refuses to produce or maintain the insurance required by
<br />this section or fails or refuses to furnish the Contractor with required proof that insurance has
<br />been procured and is in force and paid for, the Contractor shall have the right, at the Contractor's
<br />election, to forthwith terminate this HHAP-COVID Agreement. Such termination shall not
<br />affect Subcontractor's right to be paid for its time and materials expended prior to notification of
<br />termination. Subcontractor waives the right to receive compensation and agrees to indemnify the
<br />Contractor for any work performed prior to approval of insurance by the Contractor.
<br />Subcontractor agrees to defend, and shall indemnify and hold harmless the Contractor, its
<br />officers, agents, employees, contractors, special counsel, and representatives from liability: (1)
<br />for personal injury, damages, just compensation, restitution, judicial or equitable relief arising
<br />out of claims for personal injury, including death, and claims for property damage, which may
<br />arise from the negligent operations of the Subcontractor, its subcontractors, agents, employees,
<br />or other persons acting on its behalf which relates to the services described in section I of this
<br />HHAP-COVID Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
<br />arising from this HHAP-COVID Agreement. This indemnity and hold harmless agreement
<br />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
<br />by reason of the terms of, or effects, arising from this HHAP-COVID Agreement. The
<br />Subcontractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the
<br />Contractor, including fees and costs for special counsel to be selected by the Contractor,
<br />regarding any action by a third party challenging the validity of this HHAP-COVID Agreement,
<br />or asserting that personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief due to personal or property rights arises by reason of the terms of, or effects arising from
<br />this HHAP-COVID Agreement. Contractor may make all reasonable decisions with respect to
<br />its representation in any legal proceeding. Notwithstanding the foregoing, to the extent
<br />Subcontractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be
<br />limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain
<br />to, or relate to the negligence, recklessness, or willful misconduct of the Subcontractor.
<br />9. RECORDS
<br />Subcontractor shall keep records and invoices in connection with the work to be
<br />performed under this HHAP-COVID Agreement. Subcontractor shall maintain complete and
<br />accurate records with respect to the costs incurred under this HHAP-COVID Agreement and any
<br />services, expenditures, and disbursements charged to the Contractor for a minimum period of
<br />three (3) years, or for any longer period required by law, from the date of final payment to
<br />Subcontractor under this HHAP-COVID Agreement. All such records and invoices shall be
<br />clearly identifiable. Subcontractor shall allow a representative of the Contractor to examine,
<br />audit, and make transcripts or copies of such records and any other documents created pursuant
<br />to this HHAP-COVID Agreement during regular business hours. Subcontractor shall allow
<br />inspection of all work, data, documents, proceedings, and activities related to this HHAP-
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