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(i) Consultant shall maintain all insurance required above in full force and
<br />effect for the entire period covered by this Agreement.
<br />(ii) Certificates of insurance shall be furnished to the City upon execution of
<br />this 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
<br />or reduced in coverage or changed in any other material aspect without
<br />thirty (30) days prior written notice to the City.
<br />f. If Consultant 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 effect Consultant's right to be paid for its
<br />time and materials expended prior to notification of termination. Consultant 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 manner 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 />8. 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 />all nonpublic information. Confidential information includes not only written information, but
<br />also information transferred orally, visually, electronically, or by other means. Confidential
<br />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
<br />any information that (a) has been disclosed in publicly available sources; (b) is, through no fault
<br />of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the
<br />Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of
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