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e. The following requirements apply to the insurance to be provided by Consultant <br />pursuant to this section: <br />(i) Consultant shall maintain all insurance required above in full force and <br />effect 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 />f. If Consultant fails or refuses to produce or maintain the insurance required by this <br />section or fails or refuses to furnish the City with required proof that insurance has been procured <br />and is in force and paid for, the City shall have the right, at the City's election, to forthwith <br />terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its <br />time and materials expended prior to notification of termination. Consultant waives the right to <br />receive compensation and agrees to indemnify the City for any work performed prior to approval <br />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: (1) for 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 Consultant or its contractors, <br />subcontractors, agents, employees, or other persons acting on their behalf which relates to the <br />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 <br />negligence, recklessness or willful misconduct of Consultant arising from this Agreement. The <br />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, regarding any action <br />by a third party asserting that personal injury, damages, just compensation, restitution, judicial or <br />equitable relief due to personal or property rights arises by reason of the terms of, or effects <br />arising from this Agreement. City may make all reasonable decisions with respect to its <br />representation in any legal proceeding. Notwithstanding the foregoing, nothing herein shall be <br />construed to require Consultant to indemnify the indemnified parties from any claim arising from <br />the sole negligence or willful misconduct of the indemnified parties. <br />9. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Consultant agrees that <br />it shall not use or disclose such information except in the performance of this Agreement, and <br />further agrees to exercise the same degree of care it uses to protect its own information of like <br />importance, but in no event less than reasonable care. "Confidential Information" shall include <br />all nonpublic information. Confidential information includes not only written information, but <br />also information transferred orally, visually, electronically, or by other means. Confidential <br />information disclosed to either party by any subsidiary and/or agent of the other party is covered <br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to <br />any information that (a) has been disclosed in publicly available sources; (b) is, through no fault <br />25D-6