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c. The following requirements apply to the insurance to be provided by Broker pursuant <br />to this section: <br />(i) Broker shall maintain all insurance required above in full force and effect <br />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 />7. INDEMNIFICATION <br />Broker agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, consultants, special counsel, and representatives from liability for: (1) personal injury, <br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including death, and claims for property damage, which may arise from the <br />negligence, recklessness or willful misconduct of the Broker or its contractors, subcontractors, <br />agents, employees, or other persons acting on their behalf which relates to the services described <br />in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just <br />compensation, restitution, judicial or equitable relief is due by reason of the negligence, <br />recklessness or willful misconduct of Broker arising from this Agreement. The Broker further <br />agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees <br />and costs for special counsel to be selected by the City, regarding any action by a third party <br />asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief <br />due to 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 />8. CONFIDENTIALITY <br />If Broker receives from the City information which due to the nature of such information <br />is reasonably understood to be confidential and /or proprietary, Broker agrees that it shall not use <br />or disclose such information except in the performance of this Agreement, and further agrees to <br />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 <br />information. Confidential information includes not only written information, but also information <br />transferred orally, visually, electronically, or by other means. Confidential information disclosed <br />to either party by any subsidiary and/or agent of the other party is covered by this Agreement. <br />The foregoing obligations of non -use and nondisclosure shall not apply to any information that <br />(a) has been disclosed in publicly available sources; (b) is, through no fault of the Broker <br />disclosed in a publicly available source; (c) is in rightful possession of the Broker without an <br />obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is <br />independently developed by the Broker without reference to information disclosed by the City. <br />9. CONFLICT OF INTEREST CLAUSE <br />Broker 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 />25D -5 <br />