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e, The following requirements apply to the insurance to be provided by Contractor <br />pursuant to this section: <br />(i) Contractor 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 Certificates of insurance evidencing the coverages required by the clauses set forth <br />above shall be filed with City prior to the effective date of this Agreement. This is a condition <br />precedent to the formation of any obligation by City to compensate Contractor under this <br />agreement. <br />6. INDEMNIFICATION <br />Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, Contractors, special counsel, and representatives from liability for personal injury, <br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including health, and claims for property damage, which may arise from the <br />direct or indirect operations of the Contractor or its subcontractors, agents, employees, or other <br />persons acting on their behalf which relates to the services described in section I of this <br />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, <br />by reason of the events referred to in this Section. The Contractor further agrees to indemnify, <br />hold harmless, and pay all costs for the defense of the City, regarding any action by a third party <br />asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief <br />due to personal or property rights arises by reason of the direct or indirect operations of the <br />Contractor or its subcontractors, agents, employees or other persons acting on its behalf, City <br />may make all reasonable decisions with respect to its representation in any legal proceeding. If <br />City determines, in its sole discretion, that a conflict may exist between Contractor and City, <br />Contractor will pay fees and costs for special counsel to be selected by the City. <br />7. CONFIDENTIALITY <br />If Contractor receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and /or proprietary, Contractor 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 infonnation 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 />25L -6 <br />