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(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 />d. If Consultant fails o • 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 rance leas 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 trate 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 their 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 />event's 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 clue 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 farther agrees to :exercise the sante degree of care it uses to protect its own information of
<br />like importance, but in no event less than reasonable care, "Confidential hnformation" shall
<br />include all nonpublic information. Confidential information 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
<br />party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
<br />shall not apply to any information that (a) Inas been disclosed in publicly available ources (b) is;
<br />through no fault of the Consultant disclosed in a publicly available source; (c) is in r'ightf it
<br />possession of the Consultant and disclosed without mi obligation of confidentiality; (d) is
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