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the performance of the work under this Agreement, Producer agrees to obtain and maintain any <br />employer's liability insurance with limits not less than $1,000,000 per accident. <br />c. The following requirements apply to the insurance to be provided by Producer <br />pursuant to this section: <br />(i) Producer 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 />d. If Producer 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 Producer's right to be paid for its <br />time and materials expended prior to notification of termination. Producer 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 />Producer 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, <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 Producer or its contractors, subcontractors, agents, employees, <br />or other persons acting on their behalf which relates to the services described in section 1 of this <br />Agreement. The Producer further agrees to indemnify, hold harmless, and pay all costs for the <br />defense of the City, including fees and costs for special counsel to be selected by the City, <br />regarding any action by a third party asserting that personal injury, damages, just compensation, <br />restitution, judicial or equitable relief due to personal or property rights arises by reason of the <br />terms of, or effects arising from this Agreement. City may make all reasonable decisions with <br />respect to its representation in any legal proceeding. <br />8. CONFLICT OF INTEREST CLAUSE <br />Producer covenants that it presently has no interests and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />