|
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.
<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.
<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
<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
<br />20D-7
|