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(1) Consultant shall maintain all insurance required above in full force and effect for the <br />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 reduced <br />in coverage or changed in any other material aspect without thirty (30) days prior <br />written notice to the City. <br />f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails <br />or refuses to furnish the City with required proof that insurance has been procured and is in force and paid <br />for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such <br />termination shall not effect Consultant's right to be paid for its time and materials expended prior to <br />notification of termination. Consultant waives the right to receive compensation and agrees to indemnify <br />the City for any work performed prior to approval of insurance by the City. <br />6. INDEMNIFICATION <br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, <br />consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just <br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including <br />health, and claims for property damage, which may arise from the direct or indirect operations of the <br />Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf <br />which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal <br />injury, damages, just 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 applies to all claims <br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been <br />suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising <br />from this 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 any <br />action by a third party challenging the validity of this Agreement, or asserting that personal injury, <br />damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises <br />by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions <br />with respect to its representation in any legal proceeding. <br />7. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and further agrees to exercise the <br />same degree of care it uses to protect its own information of like importance, but in no event less than <br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or agent of the other party 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 publicly available sources; <br />(b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br />3