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c. The following requirements apply to the insurance to be provided by Consultant <br />pursuant to this section: <br />(i) Consultant 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 />d. 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. <br />6. INDEMNIFICATION <br />Each party agrees to defend, indemnify and hold harmless the other party, its officers, <br />agents, employees, consultants, special counsel, and representatives from and against any and all <br />demands, claims, actions, losses, liabilities, damages and costs arising out of or in connection with <br />the performance of this Agreement, caused in whole or in part by the negligent acts or omissions, or <br />the willful misconduct of the indemnifying party, its officers, agents, employees, subcontractors or of <br />anyone for whose acts the indemnifying party may be liable, except where caused by the sole <br />negligence or willful misconduct of the indemnified party. <br />7. CONFIDENTIALTI'Y/FILE SECURITY <br />Reasonable security provisions will be provided by Consultant to insure that access to <br />City computer records and files will be available only to City. Consultant cannot guarantee <br />against loss or alteration of computer records, but will take reasonable precautions to prevent <br />such occurrences. Consultant will hold all City data in strict confidence and shall not provide any <br />data to any other party unless directed by City in writing. <br />If either party receives from the other party regarding information which due to the nature of <br />such information is reasonably understood to be confidential and/or proprietary, the receiving party <br />agrees that it shall not use or disclose such information except 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 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 information <br />disclosed to either party by any subsidiary and/or agent of the other party is covered by this <br />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 <br />receiving party disclosed in a publicly available source; (c) is in rightful possession of the receiving <br />party without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or <br />(e) is independently developed by the receiving party without reference to information disclosed by <br />the other parry. <br />25Q-5 <br />