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(i) Consultant shall maintain all insurance required above in full force and effect for <br />the 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 canceled or <br />reduced in coverage or changed in any other material aspect without thirty (30) <br />days prior written 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 />6. INDEMNIFICATION <br />Consultant agrees to and shall defend, indemnify and hold harmless the City, its officers, agents, <br />employees, consultants, special counsel, and representatives from any and all claims, demands, damages, <br />costs, expenses, judgments or liability of any nature whatsoever which may arise from the negligence or <br />willful misconduct of the Consultant or its contractors, subcontractors, agents, employees, or other <br />persons acting on their behalf in the provision of the services described in section 1 of this Agreement. <br />The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, <br />including fees and costs for special counsel to be selected by the City, regarding any action by a third <br />party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief <br />due to personal or property rights arises from the negligence or willful misconduct of Consultant in the <br />provision of services. City may make all reasonable decisions with respect to its representation in any <br />legal proceeding. <br />7. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/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. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; <br />(b) is, 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 disclosed by <br />operation of law; or (e) is independently developed by the Consultant without reference to information <br />disclosed by the City. <br />8. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />3