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(iii) Certificates and policies shall stale (hat the policies shall not be canceled or
<br />reduced in coverage or changed N any other material aspect wHhout thirty (30)
<br />dayspriorwrhtennoticetotheCity,
<br />f. If Contractor fails or refuses to produce or maintain the insurance required by flits
<br />section or fails or rebuks to furnish the City with required proof (hat insurance has been procured
<br />and is N force and paid far, the City shall have the tight, at the City's election, to forthwith
<br />terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its
<br />time and materials expended prior to notification ofterminatioa Contractor waives the right lo
<br />receive compensation and agrees to indemni� the City for any work performed prior to approval
<br />of insurance bytheCity.
<br />6. INDEMNIFICATION AND HOLD HARMLESS
<br />ConII8G0I agrees to indemnify and hold harmless the City, tls oRicers, agents,
<br />employees, contractors, special counsel, and representagves iiom liahifily� (() for personal
<br />injury, damages, just compensation, last profits, restitution, judicial of equitable relief or any
<br />other type of damage whatsoever arising out of claims for the same, which may arise fiom the
<br />direct or indirect actions of the Contractor or its contractors, subcontractors, agents, employees,
<br />or other persons acing on their behalf whiff relates in any way to the services provided by
<br />Contractor wrier this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, lost profs, restitution, orjudicial or equitablerelief or any other type ofdamag�
<br />whatsoever is due by reason of the farms of ar effects arising from ffiis Agreement of of the
<br />Contmctor's actions heeunder. This indunnily and hold harmless agreement appli¢s to all
<br />claims for damages, just compensation, restiNliou, loll profits or any otherNdicial or equtable
<br />relief or damages suffered, or alleged (o have been suffered, 6y reason of the events ref¢rt¢d to in
<br />thrs SerAion or by reason of the terms e� or eff¢cfs, arising from this Agreement The Conractor
<br />furher agrees to indemnify, hold harmless, and pay all Doss for the defense of the City,
<br />including fees and cuss tot special counsel to be selected by the Ci(y, relative fe any action by a
<br />thad party challenging fhevalidity ofihisAgreunenC, or asserting that pesonal injury, damages,
<br />just compenselien, r¢sli[otion, lost profits, ar judicial or equitable relief or any ether type of
<br />damage whatsoever has arisen by reason Cfthe terms of; or effects arising @om (his Agreement
<br />or Contractor's actions hereunder. City may make all reasonable decisions with respect to hs
<br />representation in any legal proceeding,
<br />1, CONFIDENTIALITY
<br />If Contractor receives from the City information which, due to the nature of such
<br />information, is reasonably understood fo be confidential andlor proprietary, Coniracfot agrees
<br />that it shall mot use or disclose such information except N the perfomrance of this Agreemenk
<br />and further agrees to ¢zercise the same de�ee of Dare 8 uses to protect its own information of
<br />like imporsnce, but in no event less than reasonable care. "Confidential [nformatiod' shelf
<br />include all nonpublic information. Confidential information includes not only written
<br />information, but also information transferral orally, visually, elecronically, or 6y other means.
<br />Confidential information disclosed Io either party by any subsidiary amdlor agent of the other
<br />party is covered by lhts Agreement. The foregoing obligations of noo-use and nondisclosure
<br />shall not apply to any information [hat (a) has been d�elosed in publicly availahle seoroes; (b) is,
<br />Through no fauh of the Contractor, disclosed in a publicly available source; (c) is in rightful
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