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e. The following requirements apply to the insurance to be provided by GST pursuant to this
<br />section:
<br />(i) GST shall maintain all insurance required above in full force and effect for the
<br />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 the policies shall not be canceled or
<br />reduced in coverage or changed in any other material aspect without thirty (30)
<br />days prior written notice to the City.
<br />f. If GST fails or refuses to produce or maintain the insurance required by this section or fails or
<br />refuses to furnish the City with required proof that insurance has been procured and is in force and paid
<br />for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such
<br />termination shall not effect GST's right to be paid for its time and materials expended prior to notification
<br />of termination. GST waives the right to receive compensation and agrees to indemnify the City for any
<br />work performed prior to approval of insurance by the City.
<br />6. INDEMNIFICATION
<br />GST agrees to and shall indemnify and hold harmless the City, its officers, agents, employees,
<br />GSTs, special counsel, and representatives from liability: (1) for personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including
<br />death, and claims for property damage, which may arise from the direct or indirect operations of the GST
<br />or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates
<br />to the services described in section 1 of this Agreement; and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or
<br />effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for
<br />damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. The GST 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, regarding any
<br />action by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief due to personal or property rights
<br />arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding.
<br />7. CONFIDENTIALITY
<br />I£ GST receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and /or proprietary, GST agrees that it shall not use or disclose
<br />such information except in the performance of this Agreement, and further agrees to exercise the same
<br />degree of care it uses to protect its own information of like importance, but in no event less than
<br />reasonable care. "Confidential Infonnatiod' shall include all nonpublic information. Confidential
<br />information includes not only written information, but also information transferred orally, visually,
<br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary
<br />and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and
<br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources;
<br />(b) is, through no fault of the GST disclosed in a publicly available source; (c) is in rightful possession of
<br />the GST without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
<br />is independently developed by the GST without reference to information disclosed by the City.
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