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<br />c. Professional liability (errors and omissions) insurance, with a combined single limit of <br />not less than $1,000,000 per claim. <br />d. The following requirements apply to the insurance to be provided by Licensor <br />pursuant to this section: <br />(i) Licensor 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 in form by the City Attorney. <br />(iii) Certificates and policies shall state that the policies shall not be canceled <br />or reduced in coverage or changed in any other material aspect without <br />thirty (30) days prior written notice to the City. <br />e. If Licensor fails or refuses to produce or maintain the insurance required by this <br />section or fails or refuses to famish 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 effect Licensor's right to be paid for its <br />time and materials expended prior to notification of termination. Licensor 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 />8. INDEMNIFICATION <br />Licensor 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 <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 Licensor or its contractors, subcontractors, agents, employees, <br />or 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 <br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, <br />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 Licensor further agrees to indemnify, hold harmless, and pay all costs <br />for the 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 <br />personal or property rights arises by reason of the terms of, or effects arising from this <br />Agreement. City may make all reasonable decisions with respect to its representation in any <br />legal proceeding. <br />9. CONFIDENTIALITY <br />If Licensor receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Licensor agrees that <br />it shall not use or disclose such information except in the performance of this Agreement, and <br />