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<br />(i) Consultant shall maintain all insurance required above in full lorce and <br />effcct for the entire period covered by this Agreement. <br />(ii) Certilicates of insurance shall be furnished to the City upon execution of <br />this Agreement and shall be approved in form by the City Attorncy. <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 />e. 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 eflect Consultant's right to be paid for its <br />time and materials expended prior to notification oftcrmination. 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 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 />personal injury, including hcalth, and claims for property damage, which may arise from thc <br />dircct 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 />scction 1 of this Agreement. The Consultant further agrees to indemnifY, hold harmless, and pay <br />all costs for the defensc of the City, including fees and costs for special counsel to be selected by <br />the City, regarding any action by a third party challenging the validity of this Agreement, or <br />asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief <br />due to personal or property rights arises by reason of the terms of, or effects arising lrom this <br />Agreement. City may make all reasonable decisions with respect to its representation in any <br />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 contidential and/or proprietary, Consultant agrees <br />that it shall not use or disclose such information cxcept in the performance of this Agreement, <br />and further agrees to exercise the same degree of care it uses to protect its own information of <br />Iikc importance, but in no event less than reasonable care. "Contidentiallnlormation" shall <br />include all nonpublic information. Confidential inlormation includes not only written <br />information, but also information transferred orally, visually, electronically, or by other means. <br />Conlidential 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 />shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, <br />through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br /> <br />3 <br />