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APPENDIX
<br />ATTACHMENT 2 — SAMPLE AGREEMENT
<br />f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or
<br />refuses to furnish the City with required proof that insurance has been procured and is in force and
<br />paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement.
<br />Such termination shall not affect Contractor's right to be paid for its time and materials expended prior
<br />to notification of termination. Contractor waives the right to receive compensation and agrees to
<br />indemnify the City for any work performed prior to approval of insurance by the City.
<br />9. INDEMNIFICATION
<br />To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its
<br />officers, agents and employees (collectively, the "indemnified parties") from and against any and all
<br />claims (including, without limitation, claims for bodily injury, death or damage to property), demands,
<br />obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs
<br />and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind
<br />and nature whatsoever (individually, a claim; collectively, "claims"), to any work performed or services
<br />provided under this Agreement arising out of, relating to or pertaining to the negligence, recklessness or
<br />willful misconduct of Consultant, its principals, officers, agents, employees, vendors, suppliers,
<br />contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they
<br />maybe liable for any or all of them. Notwithstanding the foregoing, nothing herein shall be construed to
<br />require Consultant to indemnify the indemnified parties from any claim arising from the sole negligence
<br />or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability
<br />regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation
<br />upon the amount of indemnification to be provided by the Consultant.
<br />10. LAWS AND REGULATIONS
<br />Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules
<br />and regulations in any manner affecting the performance of the Project or the services and shall give all
<br />notices required by law. Consultant shall be liable for all violations of such laws and regulations in
<br />connection with services. If the Consultant performs any work knowing it to be contrary to such laws,
<br />rules and regulations and without giving written notice to the City, Consultant shall be solely responsible
<br />for all costs arising wherefrom. Consultant shall defend, indemnify and hold City, its officials, directors,
<br />officers, employees and agents free and harmless, pursuant to the indemnification provisions of this
<br />Agreement, from any claim or liability arising out of any failure to comply with such laws, rules or
<br />regulations.
<br />11. CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such information is reasonably
<br />understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such
<br />information except in the performance of this Agreement, and further agrees to exercise the same degree
<br />of care it uses to protect its own information of like importance, but in no event less than reasonable care.
<br />"Confidential Information" shall include all nonpublic information. Confidential information includes not
<br />of 8 )
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