ART BAR (THE)-2005 - Laserfiche WebLink

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(ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certi!leates 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 rcfnses to produce or maintain the insurance required by this section or fails ur 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 fOlthwith terminate this Agreement. Such termination shall not effect 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, consultants, special counsel, and representatives from liability for personal injury, damagcs. just compensation, restitution, judicia' or cquitable relief arising out of claims for pcrsonal injury, iucluding health, and claims for property damage, which may arise from thc direct ur indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons ading on their bchalf which relates to the services described in section 1 of this i\greemen\. The Consultant flllther agrees to indemnify, hold harmless, and pay all costs for the defense ofthc City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the tcrms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIUENTIALlTY If Consultant receives from the City infomJation which due to the nature ofsllch information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclosc such information exccpt in the performance of this i\greement, and further agrees to exercise the same degree of care it uses to protect its own information of like importauee, but in no event1ess than reasonable care. "Contidential Information" shall include all nonpoblic information. Confidential information includes not only writtcn information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. R. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 3