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(i) Consultant shall maintain all insurance required abov~ in full force and ellocl fur the entire period covered hy this Agreement. (ii) Certificates of insurance shall be furmshed to the City upon execution of this Agreement and shall he approved in form by the City Attorney. (iii) Cel1ificates and policres shall stale that the policies shall not he canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written no lice 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 effect Consultant's right to be paid for its time and materIals expended prior to notification of lermination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior lo approval of Lnsurance by the City. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal IIlJury, damages, just cumpensation, restitution, judicial or equitahle relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the dirt:<.;l or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on theIr behalf which relates to the services described in section] of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising Crom this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffen::d, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees 10 indemnify, hold harmless, and pay all 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 challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable rdier due tu personal or property rights arises by reason of the terms of, or effects arising from this Agreement City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. CONFIDENTIALITY If Consultant receives [rom lhe Cily information which due to the nature of such infonnation is reasonably understood to be confidential and/or proprietary, Consultant agrees thal il shall not use or disdose such infonnation except in the performance of this Agreement, 2md further agrees to exercise the same degree of care it uses to protect its own information of like irnpurtam;~, but in no event l~ss than reasonable care. "Confidential Infonnation" shall include all nonpllhlic information. Confidential information includes not only written 4