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d. 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 acid .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 defend and
<br />indemnify the City for any damages or liability alleged for work performed prior to approval of insurance
<br />by the City.
<br />7. INDEMNIFICATION
<br />Consultant agrees to slid shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, legal counsel, and representatives from liability: (1) for personal injury, damages,
<br />just compensation, restitution, judicial or equitable relief arising out of claims for personal injury,
<br />including death, and claims for property damage, which may arise from the direct or indirect operations of
<br />the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their
<br />behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the
<br />terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to
<br />all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
<br />have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or
<br />effects, arising from this Agreement, 'Cha Consultant further agrees to indemnify, hold harmless, and pay
<br />all costs for the defense of the City, including fees and costs for legal counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief dine to personal or property
<br />rights arises by reason of the terms of, or effects arising from this Agreement. City may make all
<br />reasonable decisions with respect to its representation in any legal proceeding.
<br />8. 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 importance, but in no event less than
<br />reasonable care. "Confidential Information" shall include all noneublie 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 iron -use acid
<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; (e) 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,
<br />9. CONFLICT OF INTEREST CLAUSE
<br />--Consultant t pies rtl3 has-uo interests -and shadlnot have interests: direct ar— —
<br />indirect, which would conflict in any insurer with performance of services specified under this
<br />Agreement.
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