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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
<br />been procured and is in force and paid for, the City shall have the right, at the City's
<br />election, to forthwith terminate this Agreement. Such termination shall not affect
<br />Contractor's right to be paid for its time and materials expended prior to notification
<br />of termination. Contractor waives the right to receive compensation and agrees to
<br />indemnify the City for any work performed prior to approval of insurance by the City.
<br />9. 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 "), to any work performed or services provided under
<br />this Agreement arising out of, relating to or pertaining to the negligence, recklessness or willful
<br />misconduct of Consultant, its principals, officers, agents, employees, vendors, suppliers,
<br />contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose
<br />acts they may be liable for any or all of them. Notwithstanding the foregoing, nothing herein
<br />shall, be construed to require Consultant to indemnify the indemnified parties from any claim
<br />arising from the sole negligence or willful misconduct of the indemnified parties. This indenmiity
<br />shall apply to all claims and liability regardless of whether any insurance policies are applicable.
<br />The policy limits do not act as a limitation upon the amount of indemnification to be provided by
<br />the Consultant,
<br />10. LAWS AND REGULATIONS
<br />Consultant shall keep itself fully informed of and in compliance with all local, state and
<br />federal laws, rules and regulations in any manner affecting the performance of the Project or the
<br />services and shall give all notices required by law, Consultant shall be liable for all violations of
<br />such laws and regulations in connection with services. If the Consultant performs any work
<br />knowing it to be contrary to such laws, rules and regulations and without giving written notice to
<br />the City, Consultant shall be solely responsible for all costs arising wherefrom. Consultant shall
<br />defend, indemnify and hold City, its officials, directors, officers, employees and agents free anti
<br />harmless, pursuant to the indemnification provisions of this Agreement, from any claim or
<br />liability arising out of any failure to comply with such laws, rules or regulations.
<br />11. 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 />Attachment 2 - 4 25_8
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