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d. If Consultant is or employs a licensed professional such as an architect or engineer: <br />Professional liability (errors and omissions) insurance, with a combined single limit of not less than <br />$1,000,000 per claim. <br />section: <br />The following requirements apply to the insurance to be provided by Consultant pursuant to this <br />(i) Consultant shall maintain all insurance required above in full force and effect for <br />the entire period covered by this Agreement. <br />(ii) Certificates of insurance shall be famished 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 <br />reduced in coverage or changed in any other material aspect without thirty (30) <br />days prior written notice to the City. <br />(iv) Certificates and renewals shall be sent to: <br />Public Works Agency <br />Jason Gabriel <br />20 Civic Center Plaza (M-36) <br />Santa Ana, CA 92702 <br />f. If Consultant 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 <br />and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. <br />Such termination shall not effect Consultant's right to be paid for its time and materials expended prior <br />to notification of termination. Consultant waives the right to receive compensation and agrees to <br />indemnify the City for any work performed prior to approval of insurance by the City. <br />6. 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 for personal injury, damages, <br />just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, <br />including death, and claims for property damage, which may arise from the direct or indirect operations of <br />the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their <br />behalf which relates to the services described in section I of this Agreement. The Consultant further <br />agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs <br />for special counsel to be selected by the City, regarding any action by a third party asserting that personal <br />injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property <br />rights arises by reason of the terms of, or effects arising from this Agreement. City may make all <br />reasonable decisions with respect to its representation in any legal proceeding. <br />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 <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 />258-5