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<br /> 1. Contractor shall maintain all insurance required above in full force and effect for
<br /> the entire period covered by this Agreement.
<br /> 2. 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.
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<br /> 3. Certificates and policies shall state that the policies shall not be cancelled or
<br /> reduced in coverage or changed in any other material aspect without thirty (30) days
<br /> prior written notice to the City.
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<br /> F. If Contractor 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
<br /> procured and is in force and paid for, the City shall have the right, at the City's election,
<br /> to forthwith terminate this Agreement. Such termination shall not affect Contractor's
<br /> right to be paid for its time and materials expanded prior to notification of termination.
<br /> Contractor waives the right to receive compensation and agrees to indemnify the City for
<br /> any work performed prior to approval of insurance by the City.
<br /> VI.INDEMNIFICATION
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<br /> Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br /> employees, Contractors, special counsel, and representatives from liability: 1) for
<br /> personal injury, damages, just compensation, restitution, judicial or equitable relief
<br /> arising out of claims for personal injury, including death, and claims for property damage,
<br /> which may arise from the direct or indirect operations of the Contractor or its contractors,
<br /> 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
<br /> personal injury, damages, just compensation, restitution, judicial or equitable relief is due
<br /> by reason of the terms of or effects arising from this Agreement. This indemnity and
<br /> hold harmless agreement applies to all claims for damages, just compensation,
<br /> restitution, judicial or equitable relief suffered, or alleged to have been suffered, by
<br /> reason of the events referred to in this section or by reason of the terms of, or effects,
<br /> arising from this Agreement. The Contractor further agrees to indemnify, hold harmless,
<br /> and pay all cost for the defense of the City, including fees and costs for special counsel
<br /> to be selected by the City, regarding any action by a third party challenging the validity of
<br /> this Agreement, or asserting that personal injury, damages, just compensation,
<br /> restitution, judicial or equitable relief due to personal or property rights arises by reason
<br /> 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 /> VII.CONFIDENTIALITY
<br /> If Contractor receives from the City information which due to the nature of such
<br /> information is reasonably understood to be confidential and/or proprietary, Contractor
<br /> agrees that it shall not use or disclose such information except in the performance of this
<br /> Agreement, and further agrees to exercise the same degree of care it uses to protect its
<br /> own information of like importance, but in no event less than reasonable care.
<br /> "Confidential information" shall include all nonpublic information. Confidential information
<br /> includes not only written information, but also information transferred orally, visually,
<br /> electronically, or by other means. Confidential information disclosed to either party by
<br /> any subsidiary and/or agent of the other party is covered by this Agreement. The
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<br /> 20D-7
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