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6. Remedies. <br />6.1 In the event of a termination of the Contract by City because of a breach by <br />Contractor, City may complete the Services either by itself or by contract with other <br />persons, or any combination thereof. Contractor shall be liable to City for any costs <br />or losses incurred by City arising out of or related to the breach, including costs <br />incurred in selecting other contractors, time-delay losses, attorney fees and the like, <br />less the remaining unpaid balance of the consideration provided in the Contract. City <br />may withhold payment of sums due Contractor for Services performed to the date of <br />termination until City's costs and losses have been determined, at which time City <br />may offset any such amount due Contractor against the costs and losses incurred by <br />City. <br />6.2 The foregoing remedies provided to City for breach of the Contract by Contractor <br />shall not be exclusive. City shall be entitled to exercise any one or more other legal <br />or equitable remedies available because of Contractor's breach with or without <br />termination. <br />6.3 In the event of breach of the Contract by City, Contractor's remedy shall be limited to <br />termination of the Contract and payment for Services performed to the date of <br />termination less any offset to which City is entitled. <br />7. Records/Inspection. Contractor shall maintain records of its charges to City under the <br />Contract for a period of not less than three years following Contractor's completion of the <br />Contract. Upon reasonable advance notice, City or its authorized representatives may from <br />time to time inspect, audit and make copies of any Contractor's records that relate to the <br />Contract. If any audit by City discloses that payments to the Contractor were in excess of <br />the amount to which Contractor was entitled under the Contract, Contractor shall promptly <br />pay to City the amount of such excess. If the excess charged by Contractor for any audited <br />period is greater than two percent of the amount that should have been charged for that <br />period, Contractor shall also reimburse City its reasonable costs incurred in performing the <br />audit. <br />8. Indemnification. Contractor shall indemnify and hold City, and its officers, agents and <br />employees, harmless from and against all claims, actions, liabilities, costs, including attorney <br />fees and other costs of defense, arising out of or in any way related to the Services, <br />Contractor's failure to strictly comply with any provision of the Contract or any other actions <br />or failure to act by Contractor and Contractor's employees, agents, officers and contractors. <br />In the event any such action or claim is brought against City, Contractor shall, if City so <br />elects and upon tender by City, defend the same at Contractor's sole cost and expense, <br />promptly satisfy any judgment adverse to City or to City and Contractor, jointly, and <br />reimburse City for any loss, cost, damage or expense, including attorney fees, suffered or <br />incurred by City. City shall notify Contractor, within a reasonable time, of any claim, threat of <br />claim or legal action subject to the provisions of this Section 8. <br />9. Insurance. Contractor shall maintain in force for the duration of this contract the insurance <br />coverages specified below. Each policy required by these provisions shall be written as a <br />primary policy, not contributing with or in excess of any coverage which City may carry. A <br />copy of each policy or a certificate satisfactory to City shall be delivered to City prior to <br />commencement of the Work. Unless otherwise specified, each policy shall be written on an <br />