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<br />(i) Consultant shall maintain all insurance required above in full force and effect
<br />for the entire period covered by this Agreement.
<br />(ii) Certificates of insurance shall be furnished to the City upon execution of this
<br />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.
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<br />f. If Consultant fails or refuses to produce or maintain the insurance required by this section
<br />or fails or refuses to furnish the City with required proof that insurance has been procured and is in
<br />force and paid for, the City shall have the right, at the City's election, to forthwith terminate this
<br />Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials
<br />expended prior to notification of termination. Consultant waives the right to receive compensation
<br />and agrees to indemnify the City for any work performed prior to approval of insurance by the City,
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<br />6. INDEMNIFICATION
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<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, 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 Consultant 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 Consultant 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, regarding
<br />any action by a third party challenging the validity of this Agreement, or asserting that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief due to personal or
<br />property rights arises by reason of the terms of, or effects arising from this Agreement. City may
<br />make all reasonable decisions with respect to its representation in any legal proceeding.
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<br />7. CONFIDENTIALITY
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<br />If Consultant receives from the City information which due to the nature of such information
<br />is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not
<br />use or disclose such information except in the performance of this Agreement, and further agrees to
<br />exercise the same degree of care it uses to protect its own information of like importance, but in no
<br />event less than reasonable care. "Confidential Information" shall include all nonpublic information.
<br />Confidential information includes not only written information, but also information transferred
<br />orally, visually, electronically, or by other means. Confidential information disclosed to either
<br />party by any subsidiary and/or agent of the other party is covered by this Agreement. The
<br />foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has
<br />been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a
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<br />25M-5
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