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d. Professional liability (errors and omissions) insurance, with a combined single limit of not
<br />less than $1,000,000 per claim.
<br />e. The following requirements apply to the insurance to be provided by Consultant pursuant to
<br />this section:
<br />(i) Consultant shall maintain all insurance required above, in full force and effect for
<br />the entire term of this Agreement.
<br />(ii) Certificates of insurance shall be provided to the City upon execution of this
<br />Agreement and shall be approved as to 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 />8. 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 arising out of claims for personal injury,
<br />including death, and claims for property damage, which may arise from the direct or indirect operations of
<br />the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their
<br />behalf pursuant to this Agreement. Consultant agrees to indemnify, hold harmless and pay all costs for
<br />the defense of the City and its officers, agents, employees, Consultants, special counsel, and
<br />representatives regarding any action for damages, just compensation, restitution, judicial or equitable
<br />relief caused or alleged to have been caused by reason of Consultant's actions in connection with this
<br />Agreement, any claims arising out of this Agreement, or any approval or certification by the City relating
<br />to the services provided pursuant to this Agreement. This indemnity and hold harmless Agreement
<br />applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or
<br />alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms
<br />of, or effects, arising from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding.
<br />9. CONFIDENTIALITY
<br />If either party receives from the other party information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, the receiving party agrees that
<br />it shall not use or disclose such information except in the performance of this Agreement, and further
<br />agrees to exercise the same degree of care it uses to protect its own information of like importance, but in
<br />no event less than reasonable care. "Confidential Information" shall include all nonpublic information.
<br />Confidential Information includes, without limitation, financial, marketing, research and development,
<br />organizational, technical, merger or acquisition, and other information related to the other party,
<br />information related to released or unreleased software or hardware products, the marketing or promotion
<br />of either party's product, a party's business policies or practices, and information received from third
<br />parties that a party is obligated to treat as confidential. Confidential information includes not only written
<br />information, but also information transferred orally, visually, electronically, or by other means.
<br />Confidential information disclosed to either party by any subsidiary and/or agent of the other party is
<br />covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to
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