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(ii) Certificates of insurance shall 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 state 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. If Contractor fails or refuses to produce or maintain the insurance required by this section or
<br />fails or refuses to famish 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 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 and agrees to indemnify
<br />the City for any work performed prior to approval of insurance by the City.
<br />6. INDEMNIFICATION
<br />To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless
<br />City, its officers, agents and employees (collectively, the "indemnified parties") from and against any and
<br />all .claims (including, without limitation, claims for bodily injury, death or damage to property), demands,
<br />obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs
<br />and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind
<br />and nature whatsoever (individually, a claim; collectively, "claims"), which may arise from or ill any
<br />manner relate (directly or indirectly) to any work performed or services provided under this Agreement
<br />(including, without limitation, defects in workmanship and/or materials) or Contractor's presence or
<br />activities conducted while performing the work (including the negligent and/or wil.lfal acts, errors and/or
<br />omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, subcontractors,
<br />anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all
<br />of them). Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to
<br />indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct
<br />of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any
<br />insurance policies are applicable. The policy limits do not act as a limitation upon the amormt of
<br />indemnification to be provided by the Contractor.
<br />7. CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, Contractor 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.
<br />8. CONFLICT OF INTEREST CLAUSE
<br />Contractor covenants that it presently has no interests and shall not have interests, direct or
<br />indirect, which would conflict in any mariner with performance of services specified under this
<br />Agreement,
<br />9. NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall
<br />be in writing and shall be deemed to be properly given if delivered in person or mailed by firstt class or
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