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(ii) Certificates of insurance shall be famished to the City upon execution of this
<br />Agreement and shall be approved in form by the City.
<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 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 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 />Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents,
<br />employees, considtants, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br />injury, including death, and claims for property damage, which may arise from the direct or indirect
<br />operations of Contractor or its contractors, subcontractors, agents, employees, or other persons acting on
<br />their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim
<br />that personal injury, damages, just compensation, restitution, judicial or equitable relief is clue by reason
<br />of the terms of or effects arising from this Agreement. This indemnify and hold harmless agreement
<br />applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or
<br />alleged to have been suffered, by reason of the events referred, to in this Section or by reason of the terms
<br />of, or effects, arising from this Agreement. Contractor further agrees to indemnify, hold harmless, and
<br />pay all costs for the defense of the City, including fees and costs for special counsel to be selectcd by the
<br />City, regarding any action by a tbird party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or
<br />property rights arises by reason of the terms of, or effects arising from this Agreement. City may make
<br />all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the
<br />foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above
<br />indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contactor.
<br />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 infoi nation 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 mamrer with performance of services specified under this
<br />Agreement.
<br />25C -21
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