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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 cancelled or <br />reduced in coverage or changed in any other material aspect without thirty (30) <br />days 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 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 affect Contractor's right to be paid for its <br />time and materials expended prior to notification of termination. Contractor 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 />INDEMNIFICATION <br />To the fullest extent permitted by law, Consultant shall indemnify, defend and hold <br />harmless City, its officers, agents and employees (collectively, the "indemnified parties ") from <br />and against any and all claims (including, without limitation, claims for bodily injury, death or <br />damage to property), demands, obligations, damages, actions, causes of action, suits, losses, <br />judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, <br />attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, <br />a claim; collectively, "claims "), which may arise from or in any mariner related (directly or <br />indirectly) to any work performed or services provided under this Agreement (including, without <br />limitation, defects in workmanship and /or materials) or Consultant's presence or activities <br />conducted performing the work (including the negligent and /or willful acts, errors and /or <br />omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, <br />contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose <br />acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein <br />shall be construed to require Consultant to indemnify the indemnified parties from any claim <br />arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity <br />shall apply to all claims and liability regardless of whether any insurance policies are applicable. <br />The policy limits do not act as a limitation upon the amount of indemnification to be provided by <br />the Consultant. <br />S. LAWS AND REGULATIONS <br />Consultant shall keep itself fully informed of and in compliance with all local, state and <br />federal laws, rules and regulations in any manner affecting the performance of the Project or the <br />services and shall give all notices required by law. Consultant shall be liable for all violations of <br />such laws and regulations in connection with services. If the Consultant performs any work <br />knowing it to be contrary to such laws, rules and regulations and without giving written notice to <br />the City, Consultant shall be solely responsible for all costs arising wherefrom. Consultant shall <br />defend, indemnify and hold City, its officials, directors, officers, employees and agents free and <br />harmless, pursuant to the indemnification provisions of this Agreement, from any claim or <br />liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. <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 />251 -5 <br />