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(i) Contractor 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
<br />in coverage or changed in any other material aspect without thirty (30) days prior
<br />written notice to the City.
<br />f. If Contractor 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 affect Contractor's right to be paid for its time and materials expanded prior to
<br />notification of termination. Contractor 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 />7. INDEMNIFICATION
<br />Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees,
<br />Contractors, special counsel, and representatives from liability: 1) for personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including
<br />death, and claims for property damage, which may arise from the direct or indirect operations of the
<br />Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates
<br />to the services described in Section 1 of this Agreement: and 2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or
<br />effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suffered, 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 cost for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City, regarding any
<br />action by a third party challenging the validity of this Agreement, or 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 terms of, effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representative in any legal proceeding.
<br />CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, Contractor 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 nonuse and
<br />nondisclosure shall not apply to any information that 1) has been disclosed in publicly available sources;
<br />2) is, through no fault of the Contractor, disclosed in a publicly available source; 3) is in rightful
<br />possession of the Contractor without an obligation of confidentially; 4) is required to be disclosed by
<br />operation of law; or 5) is independently developed by the Contractor without reference to information
<br />disclosed by the City.
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