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(i) Consultant shall maintain all insurance required above in full force and
<br />effect for the entire period covered by this Agreement. Certificates
<br />of insurance shall be furnished to the City upon execution of this
<br />Agreement and shall be approved in form by the City.
<br />(ii) Certificates and policies shall state that the policies shall not be canceled
<br />or reduced in coverage or changed in any other material aspect without
<br />thirty (30) days prior written notice to the City.
<br />e. 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 been procured
<br />and is in force and paid for, the City shall have the right, at the City's election, to terminate this
<br />Agreement. Such termination shall not affect Consultant's right to be paid for its time and
<br />materials expended prior to notification of termination. Consultant waives the right to receive
<br />compensation and agrees to indemnify the City for any work performed prior to approval of
<br />insurance by the City.
<br />6. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify, defend, and hold harmless the City, its officers,
<br />agents, employees, consultants, counsel, and representatives from liability for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims: (1) for
<br />personal injury, including death, and claims for property damage, arising from the direct or
<br />indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or
<br />other persons acting on its behalf which relates to the services described in Section 1 of this
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief is due by reason of effects arising from this Agreement. This
<br />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
<br />events referred to in this Section. The Consultant further agrees to indemnify, hold harmless,
<br />and pay all costs for the defense of the City, including fees and costs for counsel to be selected
<br />by the City, regarding any action by a third party asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by
<br />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 />If Consultant received 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 />and further agrees to exercise the same degree of care it uses to protect its own information of
<br />like importance, but in no event less than reasonable care. "Confidential Information" shall
<br />include all nonpublic information. Confidential infornlation includes not only written
<br />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
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