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<br />e. IfConsulLanl lails or refuses to produce or maintain the insurance required hy this <br />sectian ar fails ar refuses to furnish the City with required pruofthat insuranee 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 bc paid for its <br />time and materials expended prior to notification of termination. Consultant \-vaives the right to <br />receive compensation and agrees to indemnify the City for any work performed prior to approval <br />or insurance by the City. <br /> <br />6. 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 />pcrsonal injury, including health, and claims for property damage, whieh may arise lrom 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. <br /> <br />7. CONFIDENTIALITY <br /> <br />If Consultant receives lrom the City information which due to the nature of such <br />information is reasonflbly 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 rurtht.:r agrees to eXlTcise thl:: samt.: ut.:gree of care it lIses 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. Conlidential information includes not only written <br />information, but also information transferred orally, visually, electronically, or by other means, <br />Conlidential information disclosed to either party hy any suhsidiary and/or agem of the other <br />party is covered by this Agreement. The l(lfegoing obligations of non-use and nondisclosure <br />shall not apply to any information that (aJ has been disclosed in publicly availahle sources; (b) is. <br />through no fault of the Consultant disclosed in a publicly available source: (cJ is in rightful <br />possession of the Consultant without an obligation of eonlidentiality; (dJ is required to be <br />disclosed by operation oC law: or (eJ is independently developed by the Consultant without <br />reference to information disclosed by the City. <br /> <br />8. CONFLICT OF INT!<:IU:ST CLAUSE <br /> <br />Consultant covenants that it prcsently has no intcrests and shall not have interests, dircct <br />or indirect, vv'hich would conflict in any manner \-vith performance of services specified under <br />this Agreement. <br /> <br />9. NOTICE <br /> <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall he in writing and shall he deemed to be properly given if delivered in person or <br /> <br />1 <br />