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e. If this Agreement is terminated without cause, Administrator shall be paid for the
<br />reasonable value of the Services provided up to the time of such termination or suspension. From and after
<br />Administrator's receipt of notice of termination, Administrator shall use all reasonable efforts to minimize
<br />project costs and expenses, except to the extent the City's notice requested that certain services are
<br />continued.
<br />8. Confidentiality. Without the written consent of the City, the Administrator shall not
<br />disclose to third parties other thanits employees or disclose or use for any purpose other than performance
<br />of the Services any information provided to the Administrator by the City in connection with performance
<br />of this Agreement, or any information developed or obtained by the Administrator in the performance of
<br />this Agreement, unless: 1) the information is known to the Administrator prior to obtaining same from the
<br />City or performing Services under this Agreement; 2) the information is at the time of disclosure by the
<br />Administrator then in the public domain, or 3) the information is obtained by or from a third party who
<br />did not receive it, directly or indirectly, from the City and who has no obligation of confidentiality with
<br />respect thereto.
<br />9. Ownership of Records and Work Product.
<br />a. All claim data is owned by the City. All claim electronic files, loss reports, payroll
<br />information, and other documents and materials, and all transactional level electronic data in the requested
<br />format, shall be delivered to the City upon termination of this Agreement.
<br />b. All products of undertaking and completing the Services and Administrator's duties
<br />hereunder including, but not limited to, the study results, reports, drawings, photographs, photo
<br />simulations, maps, plans, renderings, specifications, analyses, surveys, data, computer printouts, programs
<br />and software, and all supporting documentation of such programs prepared in the performance of the
<br />Services shall be. the, property of City, and shall be delivered to City, before final, payment and the
<br />completion of performance or any earlier termination under this Agreement.
<br />10. Indemnification.
<br />a. The Administrator agrees to indemnify, defend and hold harmless the City, and/or
<br />their respective officers, members, agents, and employees from any and all loss, liability, claim, demand,
<br />cause of action or suit, of any and every kind and description, arising or resulting from, or in any way
<br />connected with, Administrator's performance and/or non-performance of the Services required by this
<br />Agreement including, but not limited to, liability for inaccurate data, loss or dissemination of data, whether
<br />intentional or inadvertent. The Administrator shall, upon demand by the City, as applicable, and at its
<br />sole cost and expense, defend and provide attorneys acceptable to the City, as applicable, to defend the
<br />City, and/or their respective officers, officials, employees and agents from and against any and all loss,
<br />liability, claim, demand, cause of action or suit, of any and every kind and description, arising or resulting
<br />from, or in any way connected with, Administrator's performance and/or non-performance of the Services
<br />required by this Agreement. If the City provides its own defense against any such action or suit, the
<br />Administrator shall reimburse the City for all reasonable attorney fees and other costs incurred by the
<br />City.
<br />b. The Administrator agrees to indemnify, defend and hold harmless the City, and/or
<br />their respective officers, members, agents, and employees from any and all loss, liability, claim, demand,
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