URS CORPORATION 4 - 2005 - Laserfiche WebLink

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(iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, and special counsel from liability: (l) for personal injury, or just compensation, arising out of claims for personal injury, including health, and claims for property damage, to the extent which arise from the negligent or willful operations or errors or omissions of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, property damage, or just compensation is due by reason of Consultant's breach of the terms of this Agreement. This indemnity and hold harmless agreement applies to all claims for restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all reasonable costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting personal injury or property damage arising from Consultant's negligent or willful acts, error or omissions. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, Consultant's liability to City (including without limitation City's claims of contribution and indemnification with respect to third party claims relating to services rendered or obligations imposed under this Agreement) for injury or loss arising from its performance of services hereunder shall not exceed $1,000,000 in the aggregate. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary andlor agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful Page 3 of 51