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f. 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
<br />has been procured and is in force and paid for, the City shall have the right, at the
<br />City's election, to forthwith terminate this Agreement. Such termination shall not
<br />affect Consultant's right to be paid for its time and materials expended prior to
<br />notification of termination.
<br />7. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, consultants, special counsel, and representatives from liability: (1)
<br />for personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief arising out of claims for personal injury, including health, and claims for
<br />property damage, which may arise from the direct or indirect negligent performance
<br />of services 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
<br />1 of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of
<br />or effects arising from this Agreement. This indemnity and hold harmless agreement
<br />applies to all claims for damages, just compensation, restitution, judicial or equitable
<br />relief suffered, or alleged to have been suffered, by reason of the events referred to in
<br />this Section or by reason of the terms of, or effects, arising from this Agreement. The
<br />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
<br />City, regarding any action by a third party challenging the validity of this Agreement,
<br />or asserting that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief due to personal or property rights arises by reason of the terms of, or
<br />effects arising from this Agreement. City may make all reasonable decisions with
<br />respect to its representation in any legal proceeding.
<br />8. CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Consultant
<br />agrees that it shall not use or disclose such information except in the performance of
<br />this Agreement, and further agrees to exercise the same degree of care it uses to
<br />protect its own information of like importance, but in no event less than reasonable
<br />care. "Confidential Information" shall include all nonpublic information.
<br />Confidential information includes not only written information, but also information
<br />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
<br />is covered by this Agreement. The foregoing obligations of non-use and
<br />nondisclosure shall not apply to any information that (a) has been disclosed in
<br />publicly available sources; (b) is, through no fault of the Consultant disclosed in a
<br />publicly available source; (c) is in rightful possession of the Consultant without an
<br />obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
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