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f. If Contractor 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 for, the
<br />City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall
<br />not affect Contractor's right to be paid for its time and materials expanded prior to notification of termination.
<br />Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed
<br />prior to approval of insurance by the City.
<br />7. INDEMNIFICATION
<br />Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees,
<br />Contractors, 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 death,
<br />and. claims for property damage, which may arise from the direct or indirect operations of the Contractor or its
<br />subcontractors, agents, employees, or other persons acting on their behalf which relates to the services
<br />described in Section 1 of this Agreement: and 2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this
<br />Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the everts referred
<br />to in this section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further
<br />agrees to indemnify, hold harmless, and pay all cost for the defense of the City, including fees and costs for
<br />special counsel to be selected by the City, regarding any action by a third party challenging the validity of this
<br />Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />due to personal or property rights arises by reason of the terms of, effects arising from this Agreement. City
<br />may make all reasonable decisions with respect to its representative in any legal proceeding.
<br />8. CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and /or proprietary, Contractor agrees that it shah not use or disclose
<br />such information except in the performance of this Agreement, and further agrees to exercise the same degree
<br />of care it uses to protect its own information of like importance, but in no event less than reasonable care.
<br />"Confidential information" shall include all nonpublic information. Confidential information includes not only
<br />written 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 party is covered
<br />by this Agreement. The foregoing obligations of nonuse and nondisclosure shall not apply to any information
<br />that 1) has been disclosed in publicly available sources; 2) is, through no fault of the Contractor, disclosed in a
<br />publicly available source; 3) is in rightful possession of the Contractor without an obligation of confidentially;
<br />4) is required to be disclosed by operation of law; or 5) is independently developed by the Contractor without
<br />reference to information disclosed by the City.
<br />9. CONFLICT OF INTEREST CLAUSE
<br />Contractor covenants that it presently has no interests and shall not have interests, direct or indirect,
<br />which would conflict in any manner with performance if services specified under this Agreement.
<br />10. NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in
<br />writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,
<br />postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this section,
<br />to the following persons:
<br />25D -87
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