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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 have and maintain the insurance policies specified below. <br />Each policy of insurance shall be written as a primary policy, not contributing with or in <br />excess of any coverage which City may carry. A copy of each policy or a certificate <br />satisfactory to City shall be delivered to City prior to commencement of the Services. The <br />adequacy of all insurance policies for compliance with this Section 9 shall be subject to <br />approval by City's Risk Manager. Failure to maintain any insurance coverage required by <br />the Contract shall be cause for immediate termination of the Contract by City. <br />Unless otherwise specified, each policy shall be written on an "occurrence" form with an <br />admitted insurance carrier licensed to do business in the state of Oregon; and shall contain <br />an endorsement entitling City to not less than 30 days prior written notice of any material <br />change, non-renewal or cancellation. In the event the statutory limit of liability of a public <br />body for claims arising out of a single accident or occurrence is increased above the <br />combined single limit coverage requirements specified below, City shall have the right to <br />require that Contractor increase the coverage limits of all liability policies by the amount of <br />the increase in the statutory limit. <br />9.1 Commercial General Liability. Contractor shall maintain a broad form commercial <br />general liability insurance policy with coverage of not less than $1,000,000 combined <br />CONTRACT NUMBER 2008-00331 page 4 <br />