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<br />d. 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 />tenninate this Agreement. Such tennination shall not effect 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 />
<br />6.
<br />
<br />INDEMNIFICATION
<br />
<br />Consultant agrees to and shall indemnify and hold hannless the City, its officers, agents,
<br />employees, consultants, 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 Consultant 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 tenns
<br />of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
<br />hannless, 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 />judicial or equitable relief due to personal or property rights arises by reason of the tenns of, or
<br />effects arising from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding.
<br />
<br />7.
<br />
<br />CONFIDENTIALITY
<br />
<br />If Consultant receives from the City infonnation which due to the nature of such
<br />infonnation is reasonably understood to be confidential and/or proprietary, Consultant agrees
<br />that it shall not use or disclose such information except in the perfonnance of this Agreement,
<br />and further agrees to exercise the same degree of care it uses to protect its own infonnation of
<br />like importance, but in no event less than reasonable care. "Confidential Infonnation" shall
<br />include all nonpublic infonnation. Confidential infonnation includes not only written
<br />infonnation, but also infonnation transferred orally, visually, electronically, or by other means.
<br />Confidential infonnation disclosed to either party by any subsidiary and/or agent of the other
<br />party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
<br />shall not apply to any infonnation that (a) has been disclosed in publicly available sources; (b) is,
<br />through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
<br />possession of the Consultant without an obligation of confidentiality; (d) is required to be
<br />disclosed by operation oflaw; or ( e) is independently developed by the Consultant without
<br />reference to infonnation disclosed by the City.
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