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i. Consultant shall maintain all insurance required above in full force and <br />effect for the entire period covered by this Agreement. <br />ii. Certificates of insurance shall be furnished to the City upon execution of <br />this Agreement and shall be approved 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 <br />(30) days prior written notice to the City. <br />iv. Where the amounts or coverage provided by the certificates of insurance <br />provides coverage greater than those listed by this Agreement, the amounts <br />provided by the certificates of insurance shall be incorporated by reference <br />into the Agreement. <br />V. Consultant shall supply City with a fully executed additional insured <br />endorsement. <br />f If Consultant fails or 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 has been procured <br />and is in force and paid for, the City shall have the right, at the City's election, to forthwith <br />terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its <br />time and materials expended prior to notification of termination. Consultant waives the right to <br />receive compensation and agrees to indemnify the City for any work performed prior to approval <br />of insurance by the City. <br />6. INDEMNIFICATION <br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, consultants, special counsel, and representatives from liability; (1) for personal injury, <br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including death, and claims for property damage, which may arise from the direct <br />or 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 the terms of or effects arising from this Agreement. <br />This 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 />events referred to in this Section or by reason of the terms of or effects, arising from this <br />Agreement. The Consultant farther 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, <br />regarding any action by a third party challenging the validity of this Agreement, or asserting that <br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal <br />or property rights arises by reason of the terms of or effects arising from this Agreement. City may <br />make all reasonable decisions with respect to its representation in any legal proceeding. <br />CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such information <br />is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not <br />use or disclose such information except in the performance of this Agreement, and further agrees <br />to <br />#37216v2 <br />