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f. If Contractor fails or refuses to produce or maintain the insurance required by this section <br />or fails or refuses to furnish the City with required proof that insurance has been procured <br />and is in force and paid for, the City shall have the right, at the City's election, to terminate <br />this Agreement. Such termination shall not affect Contractor's right to be paid for its time <br />and materials expended prior to notification of termination. Contractor waives the right to <br />receive compensation and agrees to indemnify the City for any work performed prior to <br />approval of insurance by the City. <br />6. INDEMNIFICATION <br />Contractor agrees to and shall indemnify, defend, 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 injury, <br />including death, and claims for property damage, which may arise from the negligence or willful <br />misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their <br />behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that <br />personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the <br />terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all <br />claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have <br />been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, <br />arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs <br />for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding <br />any action by a third party challenging the validity of this Agreement, or asserting that personal injury, <br />damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises <br />by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions <br />with respect to its representation in any legal proceeding. Contractor's indemnification obligations in this <br />section shall survive expiration of this Agreement. <br />7. RECORDS <br />Contractor shall keep records and invoices in connection with the work to be performed under this <br />Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred <br />under this Agreement and any services, expenditures, and disbursements charged to the City for a <br />minimum period of three (3) years, or for any longer period required by law, from the date of final payment <br />to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor <br />shall allow a representative of the City to examine, audit, and make transcripts or copies of such records <br />and any other documents created pursuant to this Agreement during regular business hours. Contactor <br />shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement <br />for a period of three (3) years from the date of final payment to Contractor under this Agreement. <br />8. CONFIDENTIALITY <br />If Contactor receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, Contactor agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and farther agrees to exercise the <br />same degree of care it uses to protect its own information of like importance, but in no event less than <br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and <br />