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e. The following requirements apply to the insurance to be provided by Consultant pursuant to
<br />this section:
<br />(i) Consultant shall maintain all insurance required above in full force and effect for
<br />the entire period covered by this Agreement.
<br />(ii) Certificates of insurance shall be furnished to the City upon execution of this
<br />Agreement and shall be approved in form by the City Attorney.
<br />(iii) Certificates and policies shall state that should any of the above described
<br />policies be cancelled before the expiration date thereof, notice will be delivered
<br />in accordance with the policy provisions.
<br />f. If Consultant fails or refuses to produce or maintain the insurance required by this section or
<br />fails or refuses to furnish the City with required proof that insurance has been procured and is in force and
<br />paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such
<br />termination shall not effect Consultant's right to be paid for its time and materials expended prior to
<br />notification of termination. Consultant waives the right to receive compensation and agrees to indemnify
<br />the City for any work performed prior to approval of insurance by the City.
<br />6. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br />injury, including death, and claims for property damage, which may to the extent arise from the direct
<br />negligent operations of the Consultant or its contractors, subcontractors, agents, employees, or other
<br />persons acting on their behalf which relates to the services described in section 1 of this Agreement; and
<br />(2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief is due by reason of the terms of or effects to the extent arising from Consultant's breach of this
<br />Agreement. This indemnity and hold harmless agreement applies to claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason
<br />of the events refered to in this Section or by reason of the terms of, or effects, to the extent arising from
<br />Consultant's negligent acts, errors or omissions pursuant to this Agreement. City with approval of the
<br />Consultant may make all reasonable decisions with respect to its representation in any legal proceeding.
<br />In the event liability is shared by the parties to this Agreement, each Party shall contribute in the amount
<br />of its proportionate share for all actions, claims, liability, damages, losses, expenses or judgments.
<br />Consultant's indemnification obligation including any defense obligation shall not arise until an actual
<br />finding of negligence or if the parties agree prior to an actual finding of negligence. The total aggregate
<br />liability of the Parties shall not exceed $1,000,000 or the amount of the total fees hereunder, whichever is
<br />greater, for negligent professional acts, or errors or omissions.
<br />Neither Party shall be liable under any circumstances for loss of profits, loss of product, consequential
<br />damages of any kind, indirect damages of any kind or special damages of any kind to the other party, or to .
<br />any third party. No punitive or exemplary damages of any kind shall be recoverable against either party
<br />under any circumstances.
<br />7. 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
<br />disclose such information except in the performance of this Agreement, and further agrees to exercise the
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