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ii. Certificates of insurance shall be furnished to the City upon execution of
<br />this Agreement and shall be approved in form by the City.
<br />iii. 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) clays prior written notice to the City.
<br />If Contractor 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
<br />has been procured and is in force and paid for, the City shall have the right, at the
<br />City's election, to terminate this Agreement. Such termination shall not affect
<br />Contractor's right to be paid for its time and materials expended prior to
<br />notification of termination. Contractor waives the right to receive compensation
<br />and agrees to indemnify the City for any work performed prior to approval of
<br />insurance by the City.
<br />11. INDEMNIFICATION
<br />Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (1) for personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
<br />for personal injury, including death, and claims for property damage, which may arise from the
<br />negligent acts or omissions of the Contractor or its subcontractors, agents, employees, or other
<br />persons acting on their behalf which relate to the Work and 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 the terms of or effects arising from this Agreement.
<br />This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
<br />by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all
<br />costs for the defense of the City, including fees and costs for special counsel to be selected by the
<br />City, regarding any action by a third party challenging the validity of this Agreement, or
<br />asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />clue to personal or property rights arises by reason of the terms of, or effects arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation in any
<br />legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject
<br />to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by
<br />Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
<br />recklessness, or willful misconduct of the Contractor.
<br />12. CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and /or proprietary, Contractor agrees that
<br />it shall not use or disclose such information except in the performance of this Agreement, and
<br />further agrees to exercise the same degree of care it uses to protect its own information of like
<br />importance, but in no event less than reasonable care, "Confidential Inforrnation" shall include
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