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(i) Consultant shalt maintain all insurance required above in full force and effect for
<br />the entire period covered by this Agreement.
<br />(ii) Certificates of insurance shalt be furnished to the City upon execution of this
<br />Agreement and shall be approved in form by the City Attorney.
<br />(iii) Certificates and policies shall statc that the policies shall not be canceled or
<br />reduced in coverage or changed in any other material aspect without thirty (30)
<br />days prior written notice to the City.
<br />e. tf COCtsultant 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 and 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 irldenmify
<br />the City for any work performed prior to approval of insurance by the City.
<br />G. INDEMNIFICATION
<br />Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, Contractors, 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 health, and claims for property damage, which may arise from the
<br />direct or indirect operations of the Contractor or its contractors, subcontractors, agents,
<br />employees, or other persons acting on their behalf which relates to the services described in
<br />section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
<br />arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
<br />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 tens
<br />of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the City, including fees and costs for special
<br />counsel to be selected by the City, regarding any action by a third party challenging the validity
<br />of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
<br />jud%eial or equitable relief due to personal or property rights arises by reason of the terms of, or
<br />effects arising from this Agreement. City may [Hake all reasonable decisions with respect to its
<br />representation in any legal proceeding.
<br />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 Information" shall include
<br />all nonpublic information. Confidential information includes not only written information, but
<br />also information transferred orally, visually, electronically, or by other means. Confidential
<br />information disclosed to either party by any subsidiary and/or agent of the other party is covered
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