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(i) The following requirements apply to the insurance to be provided by <br /> Consultant pursuant to this section: Consultant shall maintain all <br /> insurance required above in full force and effect for the entire period <br /> 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 <br /> or reduced in coverage or changed in any other material aspect without <br /> thirty (30) days prior written notice to the City. <br /> £ 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 has been procured <br /> and is in force and paid for, the City shall have the right, at the City's election, to forthwith <br /> <br /> terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its <br /> <br /> time and materials expended prior to notification of termination. Consultant waives the right to <br /> receive compensation and agrees to indemnify the City for any work performed prior to approval <br /> of insurance by the City. <br /> 9. INDEMNIFICATION <br /> Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, <br /> employees, consultants, special counsel, and representatives from liabilityfor personal injury, <br /> damages, just compensation, restitution, judicial or equitable relief caused by the negligent <br /> acts,omissionsor willful misconduct of the Consultant or its contractors, subcontractors, agents, <br /> employees, or other persons acting on their behalf, arising out of the performance of this <br /> Agreement, except to the extent caused by the sole negligence, active negligence or intentional <br /> misconduct of the City or any other indemnified party.. <br /> 10. 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 agrees <br /> 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 <br /> like importance, but in no event less than reasonable care. "Confidential Information" shall <br /> include all nonpublic information. Confidential information includes not only written <br /> information, but also information transferred orally, visually, electronically, or by other means. <br /> Confidential information disclosed to either party by any subsidiary and/or agent of the other <br /> party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure <br /> shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, <br /> through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br /> possession of the Consultant without an obligation of confidentiality; (d) is required to be <br /> disclosed by operation of law; or (e) is independently developed by the Consultant without <br /> reference to information disclosed by the City. <br /> 5 <br /> 25A-9 <br /> <br />