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(iv) Consultant shall supply City with a fully executed additional insured
<br />endorsement.
<br />f. If Consultant 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 forceand paid ibr, the City shall have the right, at the City's election, to terminate
<br />this Agreement. Such temrination shal I not affect Consultant's right to be paid for its time
<br />anti materials expended prior to notification of termination. Consultant waives the right to
<br />receive compensation and agrees to indemnify tine City for any work performed prior to
<br />approval of insurance by the City.
<br />7. WDEI1 NIFICATiON
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives front 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 />Consultant or its, subcontractors, agents, employees, or other persons acting on their behalf which rebates
<br />to the services described in section I of this Agreement; and (2) 8'om 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 eventsreferred to in this Section or by reason of the terns of, or effects, arising
<br />fi-om this Agreement. The Consultant 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 terns of, or effects arising from this Agreement. City may make all reasonable decisions
<br />with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent
<br />Consultant Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the
<br />extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
<br />negligence, recklessness, or willful misconduct of the Consultant.
<br />8, RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed under this
<br />Agreement. Consultant 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 longerperiod required by law, from the date of filial payment
<br />to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.
<br />Consultant shall allow a representative of the City to examine, audit, and [Hake transcripts or copies of
<br />such records and any other documents created pursuant to this Agreement during regular business hours.
<br />Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this
<br />Agreement for a period of three (3) years train the date of final payment to Consultant under this
<br />Agreement.
<br />9. CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or
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