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<br />(i) Contractor 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 or
<br />reduced in coverage or changed in any other material aspect without thirty
<br />(30) days prior written notice to the City.
<br />e. If Contractor 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 effect Contractor's right to be paid for its
<br />time and materials expended prior to notification of termination. Contractor 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 />6. INDEMNIFICATION
<br />Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, Contractors, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including health, and claims for property damage, which may arise from the direct
<br />or indirect operations of the Contractor or its contractors, subcontractors, agents, employees, or
<br />other persons acting on their behalf which relates to the services described in section 1 of this
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
<br />This indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
<br />events referred to in this Section or by reason of the terms of, or effects, arising from this
<br />Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal
<br />or property rights arises by reason of the terms of, or effects arising from this Agreement. City
<br />may make all reasonable decisions with respect to its representation in any legal proceeding.
<br />7. CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
<br />it shall not use or disclose such information except in the performance of this Agreement, and
<br />Further agrees to exercise the same degree of care it uses to protect its own information of like
<br />importance, but in no event less than reasonable care. "Confidential Information" shall include all
<br />nonpublic information. Confidential information includes not only written information, but also
<br />information transferred orally, visually, electronically, or by other means. Confidential
<br />information disclosed to either party by any subsidiary and/or agent of the other party is covered
<br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
<br />information that (a) has been disclosed in publicly available sources, (b) is, through no fault of the
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