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f.If Contractor fails or refuses to produce or maintain the insurance required by thissection or fails orrefuses to furnish the City with required proof that insurance hasbeen procured and is in force and paid for, the City shall have the right, at the City'selection, to forthwith terminate this Agreement. Such termination shall not affectContractor's right to be paid for its time and materials expended prior to notification
<br />of te1mination. Contractor waives the right to receive compensation and agrees toindemnify the City for any work performed prior to approval of insurance by theCity.8.INDEMNIFICATIONContractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (I) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and clainls for property damage, which may arise from the negligent operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and
<br />(2)from any clainl that personal injury, damages, just compensation, restitution, judicial orequitable relief is due by reason of the te1nis of or effects arising from this Agreement. Titlsindemnity and hold harmless agreement applies to all claims for damages, just compensation,restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of theevents referred to in this Section or by reason of the terms of, or effects, arising from thisAgreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for thedefense of the City, including fees and costs for special counsel to be selected by the City,regarding any action by a third party challenging the validity of this Agreemen t, or asserting thatpersonal injury, dan1ages,just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of; or effects mising from this Agreement. City may malce all reasonable decisions with respect to its representation in any legal proceeding. Notwithstandiug the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782,8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9.INTELLECruAL PROPERTY INDEMNIFICATIONContractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City pursuant to this Agreement 10.RECORDSContractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursem.ents charged to the City for a minimum period of three (3) years, or for any longer period required by
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