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(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 />(iv) Provider shall supply City with fatly executed additional insured endorsement.
<br />f If Provider fails or refuses to produce or maintain the insurance required by this
<br />section 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 this
<br />Agreement. Such termination shall not affect Provider's right to be paid for its time and.
<br />materials expended prior to notification of termination. Provider waives the right to receive
<br />compensation and agrees to indemnify the City for any work performed prior to approval of
<br />insurance by the City.
<br />6. INDEMNIFICATION
<br />Provider agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, Providers, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, which may arise from the
<br />negligent operations of the Provider or its contractors, subcontractors, agents, employees, or
<br />other persons acting on their behalf which relates to the services described in section I of this
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
<br />This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
<br />by reason of the events referred to in this Section or by reason of the terns of, or effects, arising
<br />from this Agreement. The Provider fiuther 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,
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to
<br />personal or property rights arises by reason of the terns of, or effects arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation in any
<br />legal proceeding. Notwithstanding the foregoing, to the extent Provider's services are subject to
<br />Civil Code §2782.8, the above inderanity shall be limited, to the extent required by Civil Code
<br />§2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Provider.
<br />7. RECORDS
<br />Provider shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Provider shall maintain complete and accurate records with respect to the
<br />costs incurred under this Agreement and any services, expenditures, and disbursements charged
<br />to the City for a minimum period of three (3) years, or for any longer period required by law,
<br />from the date of final payment to Provider under this Agreement. All such records and invoices
<br />shall be clearly identifiable. Provider shall allow a representative of the City to examine, audit,
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