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(ii) Certificates of insurance shall be Punished to the City upon execution of
<br />this Agreement and shall be approved by the City.
<br />(iii) Certificates and policies shall state that the policies shall not be canceled
<br />or reduced in coverage or changed in any other material aspect without
<br />thirty (30) days prior written notice to the City.
<br />e. If Provider 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
<br />terminate this Agreement. Such termination shall not affect Provider's right to be paid
<br />for its time and materials expended prior to notification of termination. Provider waives
<br />the right to receive compensation and agrees to indemnify the City for any work
<br />performed prior to approval of insurance by the City.
<br />6. INDEMNIFICATION
<br />Provider agrees to and shall indemnify 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
<br />injury, including death, and claims for property damage, which may arise from the negligent operations
<br />of Provider or its contractors, subcontractors, agents, employees, or other persons acting on their behalf
<br />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
<br />the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies
<br />to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
<br />have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or
<br />effects, arising from this Agreement. Provider further agrees to indemnify, hold harmless, and pay all
<br />costs for the 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 personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property
<br />rights arises by reason of the terms of, or effects arising from this Agreement. City may make all
<br />reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the
<br />foregoing, to the extent Provider's services are subject to Civil Code Section 2782.8, the above indemnity
<br />shall be 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 Provider.
<br />7. RECORDS
<br />Provider shall keep records and invoices in connection with the work to be performed under this
<br />Agreement. Provider 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
<br />payment to Provider under this Agreement. All such records and invoices shall be clearly identifiable.
<br />Provider shall allow a representative of the City to examine, audit, and make transcripts or copies of
<br />such records and any other documents created pursuant to this Agreement during regular business hours.
<br />Provider shall allow inspection of all work, data, documents, proceedings, and activities related to this
<br />Agreement for a period of three (3) years from the date of final payment to rovider under this
<br />Agreement.
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