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<br /> d. The following requirements apply to the insurance to be provided by Contractor
<br /> pursuant to this section:
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<br /> (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 /> e. If Contractor 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 /> 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 approval
<br /> of insurance by the City.
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<br /> 6. 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: (1) for personal injury,
<br /> damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br /> personal injury, including health, and claims for property damage, which may arise from the
<br /> direct or indirect operations of the Contractor or its subcontractors, agents, employees, or other
<br /> persons acting on their behalf which relates to the services described in section 1 of this
<br /> Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
<br /> judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
<br /> This indemnity and hold harmless agreement applies to all claims for damages, just
<br /> compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
<br /> by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br /> from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all
<br /> costs for the defense of the City, including fees and costs for special counsel to be selected by the
<br /> City, regarding any action by a third party challenging the validity of this Agreement, or asserting
<br /> that personal injury, damages, just compensation, restitution, judicial or equitable relief due to
<br /> personal or property rights arises by reason of the terms of, or effects arising from this
<br /> Agreement. City may make all reasonable decisions with respect to its representation in any legal
<br /> proceeding.
<br /> 7. CONFIDENTIALITY
<br /> If Contractor receives from the City information which due to the nature of such
<br /> information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
<br /> it shall not use or disclose such information except in the performance of this Agreement, and
<br /> further agrees to exercise the same degree of care it uses to protect its own information of like
<br /> importance, but in no event less than reasonable care. "Confidential Information" shall include
<br /> all nonpublic information. Confidential information includes not only written information, but
<br /> also information transferred orally, visually, electronically, or by other means. Confidential
<br /> information disclosed to either party by any subsidiary and/or agent of the other party is covered
<br /> by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to
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<br /> 25E-5
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