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(iii) Certificates and policies shall state that the policies shall not be canceled or
<br />reduced in coverage or changed in any other material aspect without thirty
<br />(30) days prior written notice to the City.
<br />(iv) Contractor shall supply City with a fully executed additional insured
<br />endorsement,
<br />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 negligent operations of the
<br />Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates
<br />to the services described in section 1 of this Agreement; and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or
<br />effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for
<br />damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. The Contractor 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, regarding any
<br />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.
<br />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 />minimrun 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. Contractor
<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 Contractor receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, Contractor agrees that. it shall not use or
<br />disclose such information except in the perfonnanco of this Agreement, and further agrees to exercise the
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