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(i) Consultant shall maintain all insurance required above in full force and effect for the
<br />entire period covered by this Agreement.
<br />(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 />E. If Consultant fails or refuses to produce or maintain the insurance required by this section or
<br />fails or refuses to fiirnish the City with required proof that insurance bas 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 affect 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 indemnify
<br />the City for any work performed prior to approval of insurance by the City.
<br />6, INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees,
<br />consultants, special counsel and representatives from liability: (1) for personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including
<br />health, and claims for property damage, which may arise from the direct or indirect operations of the
<br />Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf
<br />which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of
<br />or effects 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 have been
<br />suffered, 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 Consultant firther agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City, regarding any
<br />action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from
<br />this Agreement. City may make all reasonable decisions with respect to its representation in any legal
<br />proceeding.
<br />CONFIDENTIALITY
<br />To the extent permitted by the California Public Records Act, if Consultant receives from the City
<br />information which clue to the nature of such information is reasonably understood to be confidential and/or
<br />proprietary, Consultant agrees that it shall not use or disclose such information except in the performance
<br />of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own
<br />information of like importance, but in no event less than reasonable care. "Confidential Information" shall
<br />include all non-public information, Confidential information includes not only written information, but also
<br />information transferred orally, visually, electronically, or by other means. Confidential information
<br />disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement.
<br />The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been
<br />disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly
<br />available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d)
<br />is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without
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