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(i) Consultant shall maintain all insurance required above in full force and effect for the
<br />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 cancelled or reduced in
<br />coverage or changed in any other material aspect without thirty (30) days prior written
<br />notice to the City.
<br />f. If Consultant 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 and
<br />paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such
<br />termination shall not effect Consultant's right to be paid for its time and materials expended prior to
<br />notification of termination. Consultant waives the right to receive compensation and agrees to indemnify
<br />the City for any work performed prior to approval 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 liability for personal injury, damages,
<br />just compensation, restitution, judicial or equitable relief caused by the negligent acts, omissions or
<br />willful misconduct of the Consultant or its contractors, subcontractors, agents, employees, or other
<br />persons acting on its behalf, arising out of the performance of this Agreement, except to the extent caused
<br />by the sole negligence, active negligence or intentional misconduct of the City or any other indemnified
<br />party. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the
<br />City, including fees and costs for special counsel to be selected by the City, asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief due to personal or property rights
<br />arises by reason of the negligent acts or willful misconduct of the Consultant, its contractors,
<br />subcontractors, agents, employees or other persons acting on its behalf. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding.
<br />10. CONFIDENTIALITY OF DATA
<br />a. If Consultant receives from the City financial, statistical, personal, technical, or other data
<br />and information which are designated confidential or proprietary, Consultant agrees that it shall not use or
<br />disclose such information except in the performance of this Agreement, and further agrees to exercise the
<br />same degree of care it uses to protect its own information of like importance, but in no event less than
<br />reasonable care.
<br />b. Permission to disclose information on one occasion shall not authorize the Consultant to
<br />further disclose such information, or disseminate the same on any other occasion.
<br />c. Consultant shall not comment publicly to the press or any media regarding the Agreement or
<br />City's actions regarding the same, except to City staff, Consultant's own personnel involved in the
<br />performance of this Agreement, at a public hearing relating to the Agreement, or in response to questions
<br />posed by a Legislative committee.
<br />d. Consultant shall not issue any news release or public relations item of any nature whatsoever,
<br />regarding the work performed or to be performed pursuant to this Agreement, without City's prior review
<br />of the contents thereof and written approval.
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<br />25B-7
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