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<br />d. If Consultant is or employs a licensed professional such as an architect or engineer: <br />Professional liability (errors and omissions) insurance, with a combined single limit of not less <br />than $1,000,000 per claim. <br /> <br />e. The following requirements apply to the insurance to be provided by Consultant <br />pursuant to this section: <br /> <br />(i) Consultant shall maintain all insurance required above in full force and <br />effect for the entire period covered by this Agreement. <br />(ii) Certificates of insurance shall be furnished to the City upon execution of <br />this Agreement and shall be approved in form by the City Attorney. <br />(iii) 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 />f. 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 proof that 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 affect 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. INDEMNIFICATION <br /> <br />Consultant shall indemnify, defend, save and hold harmless City, its offices, agents, <br />employees, volunteers and representatives from and against any and all losses, damages, liability, <br />claims, allegations of liability, suits, costs and expenses for damages of any nature whatsoever, <br />including, but not limited to, bodily injury, death, personal injury, property damages and any <br />other claims arising from any and all negligent or willful acts or omissions of Consultant, its <br />employees, agents or subcontractors in the performance of services or work conducted or <br />performed pursuant to this Agreement, excepting only the sole active negligence or sole willful <br />misconduct of City, its officers or employees, and shall include attorney's fees and all other costs <br />incurred in defending any such claim. City may make all reasonable decisions with respect to its <br />representation in any legal proceeding. <br /> <br />7. 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 ofthis 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. "Confidential Information" shall <br />include all nonpublic information. Confidential information includes not only written <br />information, but also information transferred orally, visually, electronically, or by other means. <br />Confidential information disclosed to either party by any subsidiary and/or agent of the other <br />party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure <br /> <br />3 <br />