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e. The following requirements apply to the insurance to be provided by Consultant pursuant to this
<br />Section:
<br />(i) Consultant 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 canceled 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 Consultant fails or refuses to produce or maintain the insurance required by this Section or fails
<br />or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for,
<br />the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination
<br />shall not effect Consultant's right to be paid for its time and materials expended prior to notification of
<br />termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any
<br />work performed prior to approval of insurance by the City.
<br />INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees,
<br />consultants, 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 death,
<br />and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its
<br />contractors, 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, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from
<br />this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of
<br />the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The
<br />Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
<br />fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging
<br />the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising
<br />from this Agreement. City may make all reasonable decisions with respect to its representation in any legal
<br />proceeding.
<br />8. CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose
<br />such information except in the performance of this Agreement, and further agrees to exercise the same degree
<br />of care it uses to protect its own information of like importance, but in no event less than reasonable care.
<br />"Confidential Information" shall include all nonpublic information. Confidential information includes not
<br />only written information, but also information transferred orally, visually, electronically, or by other means.
<br />Confidential 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 any
<br />information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant
<br />disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of
<br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the
<br />Consultant without reference to information disclosed by the City.
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