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(i) Contractor 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
<br /> or reduced in coverage or changed in any other material aspect without
<br /> thirty (30) days prior written notice to the City.
<br /> f. If Contractor fails or refuses to produce or maintain the insurance required by this
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<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 /> terminate this Agreement. Such termination shall not effect Contractor's right to be paid for its
<br /> time and materials expended prior to notification of termination. Contractor waives the right to
<br /> receive compensation and agrees to indemnify the City for any work performed prior to
<br /> approval of insurance by the City.
<br /> 6. INDEMNIFICATION
<br /> Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br /> employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
<br /> damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br /> personal injury, including death, and claims for property damage, which may arise from the
<br /> direct or indirect operations of the Contractor or its contractors, subcontractors, agents,
<br /> employees, or other persons acting on their behalf which relates to the services described in
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<br /> section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
<br /> compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
<br /> arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for
<br /> damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have
<br /> been suffered, by reason of the events referred to in this Section or by reason of the terms of, or
<br /> effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless,
<br /> and pay all costs for the defense of the City, including fees and costs for special counsel to be
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<br /> selected by the City, regarding any action by a third party asserting that personal injury,
<br /> damages, just compensation, restitution, judicial or equitable relief due to personal or property
<br /> rights arises by reason of the terms of, or effects arising from this Agreement. City may make all
<br /> reasonable decisions with respect to its representation in any legal proceeding.
<br /> 7. CONFIDENTIALITY
<br /> If Contractor receives from the City information which due to the nature of such
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<br /> information is reasonably understood to be confidential and/or proprietary, Contractor 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
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<br /> like importance, but in no event less than reasonable care. "Confidential Information" shall
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<br /> include all nonpublic information. Confidential information includes not only written information,
<br /> but also information transferred orally, visually, electronically, or by other means. Confidential
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<br /> information disclosed to either party by any subsidiary and/or agent of the other party is
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<br /> covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not
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<br /> apply to any information that (a) has been disclosed in publicly available sources; (b) is, through
<br /> no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of
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<br /> the Contractor without an obligation of confidentiality; (d) is required to be disclosed by
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<br /> operation of law; or (e) is independently developed by the Contractor without reference to
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<br /> information disclosed by the City.
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