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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 (3 0) 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
<br />(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
<br />(including, without limitation, defects in workmanship and /or materials) or Consultant's
<br />presence or activities conducted performing the work (including the negligent and /or willful acts,
<br />errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors,
<br />suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or
<br />for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing
<br />herein shall be construed to require Consultant to indemnify the indemnified parties from any
<br />claim arising ftorm the sole negligence or willful misconduct of the indemnified parties, This
<br />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
<br />provided by the Consultant,
<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
<br />that it shall not use or disclose such information except in the performance of this Agreement,
<br />and further agrees to exercise the same degree of care it uses to protect its own information of
<br />like importance, but in no event less than reasonable care. "Confidential Information" shall
<br />include all nonpublic information. Confidential information includes not only written
<br />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
<br />25D -9
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