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<br />(iii) <br /> <br />Certificates and policies shall state that the policies shall not be canceled <br />or reduced in coverage or changed in any other material aspect without <br />thirty (30) days prior written notice to the City. <br /> <br />d. If Consultant fails or refuses to produce or maintain the insurance required by this <br />section or fails or refuses to furnish the City with required proofthat insurance has been procured <br />and is in force and paid for, the City shall have the right, at the City's election, to forthwith <br />terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its <br />time and materials expended prior to notification of termination. Consultant waives the right to <br />receive compensation and agrees to indemnify the City for any work performed prior to approval <br />of insurance by the City. <br /> <br />6. <br /> <br />INDEMNIFICATION <br /> <br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, consultants, special counsel, and representatives from liability for personal injury, <br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including health, and claims for property damage, which may arise from the <br />direct or indirect operations of the Consultant or its contractors, subcontractors, agents, <br />employees, or other persons acting on their behalf which relates to the services described in <br />section 1 of this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay <br />all costs for the defense of the City, including fees and costs for special counsel to be selected by <br />the City, regarding any action by a third party asserting that personal injury, damages, just <br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by <br />reason of the terms of, or effects arising from this Agreement. City may make all reasonable <br />decisions with respect to its representation in any legal proceeding. <br /> <br />7. <br /> <br />CONFIDENTIALITY <br /> <br />If Consultant receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Consultant agrees <br />that it shall not use or disclose such information except in the performance of this Agreement, <br />and further agrees to exercise the same degree of care it uses to protect its own information of <br />like importance, but in no event less than reasonable care <br /> <br />8. <br /> <br />CONFLICT OF INTEREST CLAUSE <br /> <br />Consultant covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified under <br />this Agreement. <br /> <br />9. <br /> <br />NOTICE <br /> <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br /> <br />3 <br />