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(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 fumished to the City upon execution of this Agreement
<br />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 in
<br />coverage or changed in any other material aspect without thirty (30) days prior written
<br />notice to the City.
<br />f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or
<br />refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the
<br />City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall
<br />not effect Consultant's right to be paid for its time and materials expended prior to notification of termination.
<br />Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed
<br />prior to approval of insurance by the City.
<br />INDEMNIFICATION
<br />To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its
<br />officers, agents and employees (collectively, the "indemnified parties ") from and against any and all claims
<br />(including, without limitation, claims for bodily injury, death or damage to property), demands, obligations,
<br />damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses
<br />(including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature
<br />whatsoever (individually, a claim; collectively, "claims "), which may arise from or in any manner related
<br />(directly or 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 conducted
<br />performing the work (including the negligent and/or willful acts, errors and /or omissions of Consultant, its
<br />principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed
<br />directly or indirectly by any of them or for whose acts they may be liable for any or all of them).
<br />Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the
<br />indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified
<br />parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are
<br />applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the
<br />Consultant.
<br />S. 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 of
<br />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 only
<br />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 information
<br />that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a
<br />publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality;
<br />(d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without
<br />reference to information disclosed by the City.
<br />9, CONFLICT OF INTEREST CLAUSE
<br />Consultant covenants that it presently has no interests and shall not have interests, direct or indirect,
<br />which would conflict in any manner with performance of services specified under this Agreement.
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