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(i) Contractor shall maintain all insurance required above in full force and effect for
<br /> 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 (30}
<br /> days prior written notice to the City.
<br /> e. If Contractor fails or refuses to produce or maintain the insurance required by this section or
<br /> fails or refuses to furnish the City with required proof that insurance has been procured and is in force
<br /> and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement.
<br /> Such termination shall not effect Contractor's right to be paid for its time and materials expended prior
<br /> to notification of termination. Contractor 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 /> 7. INDEMNIFICATION
<br /> Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br /> employees, Contractors, special counsel, and representatives from liability, (l) for personal injury,
<br /> damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br /> injuzy, including health, and claims for property damage, which may arise from the direct or indirect
<br /> operations of the Contractor or its contractors, subcontractors, agents, employees, or other persons
<br /> acting on their behalf which relates to the services provided by Contractor pursuant to this Agreement;
<br /> and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or
<br /> equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity
<br /> and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial
<br /> or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this
<br /> Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further
<br /> agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and
<br /> costs for special counsel to be selected by the City, regarding any action by a third patty challenging
<br /> the validity of this Agreement, or asserting that personal injury, damages, just compensation,
<br /> restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms
<br /> of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its
<br /> representation in any legal proceeding.
<br /> 8. CONFIDENTIALITY
<br /> if Contractor receives from the City information which due to the nature of such information is
<br /> reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or
<br /> disclose such information except in the performance of this Agreement, and further agrees to exercise ~
<br /> the same degree of care it uses to protect its own information of like importance, but in no event less
<br /> than reasonable care. "Confidential Infozrnation" shall include all nonpublic information. Confidential
<br /> information includes not only written information, but also information transferxed 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 coveted by this Agreement. The foregoing obligations of non-use
<br /> and nondisclosure shall not apply to any information that (a} has been disclosed in publicly available
<br /> sources; (b} is, through no fault of the Contractor disclosed in a publicly available source; {c} is in
<br /> rightful possession of the Contractor without an obligation of confidentiality; {d} is required to be
<br /> disclosed by operation of law; or (e) is independently developed by the Contractor without reference to
<br /> information disclosed by the City.
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<br /> 9. CONFLICT OF INTEREST CLAUSE
<br /> 25C-85
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