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(i) Consultant shall maintain all insurance required above in full force <br />and effect for the entire period covered by this Agreement. <br />(ii) Certificates of insurance shall be furnished to the City upon <br />execution of this Agreement and shall be approved in form by the <br />City Attorney. <br />(iii) Certificates and policies shall state that the policies shall not be <br />canceled or reduced in coverage or changed in any other material <br />aspect without thirty (30) days prior written notice to the City. <br />f. If Consultant fails or refuses to produce or maintain the insurance required by <br />this section or fails or refuses to furnish the City with required proof that insurance has <br />been procured and is in force and paid for, the City shall have the right, at the City's <br />election, to forthwith terminate this Agreement. Such termination shall not effect <br />Consultant's right to be paid for its time and materials expended prior to notification of <br />termination. Consultant waives the right to receive compensation and agrees to <br />indemnify the City for any work performed prior to approval of insurance by the City. <br />8. 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) for <br />personal injury, damages, just compensation, restitution, judicial or equitable relief <br />arising out of claims for personal injury, including health, and claims for property <br />damage, which may arise from the negligence, recklessness or willful misconduct of the <br />Consultant or its contractors, subcontractors, agents, employees, or other persons acting <br />on their behalf which relates to the services described in section 1 of this Agreement; and <br />(2) from any claim that personal injury, damages, just compensation, restitution, judicial <br />or equitable relief is due by reason of the negligence, recklessness or willful misconduct <br />of Consultant arising from this Agreement. The Consultant further agrees to indemnify, <br />hold harmless, and pay all costs for the defense of the City, including fees and costs for <br />special counsel to be selected by the City, regarding any action by a third party asserting <br />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 from <br />this Agreement. City may make all reasonable decisions with respect to its representation <br />in any legal proceeding. <br />9. 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 this <br />Agreement, and further agrees to exercise the same degree of care it uses to protect its <br />own information of like importance, but in no event less than reasonable care. <br />"Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, <br />visually, electronically, or by other means. Confidential information disclosed to either <br />25B-35 <br />