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(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 famished to the City upon execution of this
<br />Agreement and sha11 be approved in form by the City Attorney.
<br />(ill) 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 />e. 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 prier 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 cotmsel, 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 arise from the direct or indirect
<br />operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting
<br />on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any
<br />alaim that personal injury, dainages, just compensation, restitution, judicial or equitable relief is due by
<br />reason of effects arising from this Agreement, This indoinnity and hold harmless agreement applies to all
<br />claims for damages, just. compensation, restitution, judicial or equitable relief suffered, or alleged to have
<br />been suffered., by reason of the events referred to in this Section or by reason of the effects arising from
<br />this Agreement, The Consultant 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 effects arising from this Agreement. City may make all reasonable decisions with
<br />respect to its representation in any legal proceeding.
<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
<br />same degree of care it uses to protect its own information of like irnportance, but in no event less than
<br />reasonable care. "Confidential Information" shall include all nonpublic information, Confidential
<br />information inchades 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 Consultant disclosed in a publicly available source; (c) is in rightful
<br />possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by
<br />operation of law; or (e) is independently developed by the Consultant without reference to information
<br />disclosed by the City.
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