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ii. Certificates of insurance shall be famished to the City upon execution of this
<br />Agreement and shall be approved by the City.
<br />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 (30)
<br />days prior written notice to the City,
<br />iv. Where the amounts or coverage provided by the certificates of insurance
<br />provides coverage greater than those listed by this Agreement, the amounts
<br />provided by the certificates of insurance shall be incorporated by reference into
<br />the Agreement,
<br />V. Provider shall supply City with a fully executed additional insured
<br />endorsement.
<br />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
<br />procured and is in force and paid for, the City shall have the right, at the City's election,
<br />to forthwith terminate this Agreement. Such termination shall not affect Provider's
<br />right to be paid for its time and materials expended prior to notification of termination.
<br />Provider waives the right to receive compensation and agrees to indemnify the City for
<br />any work performed prior to approval of insurance by the City.
<br />6. INDEMNIFICATION
<br />Provider agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, contractors, 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 the Provider, its subcontractors, agents, employees, or other persons acting on its behalf which
<br />relates to the services described in section 1 of this Agreement; and (2) from any claim that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms
<br />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
<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. The Provider further agrees to indemnify, hold harmless, and
<br />pay all costs for the defense of the City, including fees and costs for special counsel to be selected by
<br />the City, regarding any action by a third party challenging the validity of this Agreement, or asserting
<br />that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal
<br />or property rights arises by reason of the terms of, or effects arising from this Agreement. City may
<br />make all reasonable decisions with respect to its representation in any legal proceeding.
<br />Notwithstanding the foregoing, to the extent Provider's services are subject to Civil Code Section
<br />2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to
<br />claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of
<br />the Provider.
<br />7. RECORDS
<br />Provider shall keep records and invoices in connection with the work to be performed under
<br />this Agreement. Provider shall maintain complete and accurate records with respect to the costs
<br />incurred under this Agreement and any services, expenditures, and disbursements charged to the City
<br />for a minimum period of three (3) years, or for any longer period required by law, from the date of
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