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<br /> b. Worker's Compensation Insurance. In accordance with the provisions of Section
<br /> 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured
<br /> against liability for worker's compensation or to undertake self-insurance. Prior to commencing
<br /> the performance of the work under this Agreement, Consultant agrees to obtain and maintain any
<br /> employer's liability insurance with limits not less than $1,000,000 per accident.
<br /> c. 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 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 /> 7. 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
<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 /> negligence, recklessness or willful misconduct ofthe Consultant or its contractors,
<br /> subcontractors, agents, employees, or other persons acting on their behalf which relates to the
<br /> services described in section 1 of this Agreement; and (2) from any claim that personal injury,
<br /> damages, just compensation, restitution, judicial or equitable relief is due by reason of the
<br /> negligence, recklessness or willful misconduct of Consultant arising from this Agreement. The
<br /> Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the
<br /> City, including fees and costs for special counsel to be selected by the City, regarding any action
<br /> 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
<br /> arising from this Agreement. City may make all reasonable decisions with respect to its
<br /> representation in any legal proceeding.
<br /> 8. CONFIDENTIALITY
<br /> If Consultant receives from the City information which due to the nature of such
<br /> information is reasonably understood to be confidential and/or proprietary, Consultant agrees
<br /> that it shall not use or disclose such information except in the performance of this Agreement,
<br /> and further agrees to exercise the same degree of care it uses to protect its own information of
<br /> like importance, but in no event less than reasonable care. "Confidential Information" shall
<br /> include all nonpublic information. Confidential information includes not only written
<br /> information, but also information transferred orally, visually, electronically, or by other means.
<br /> Confidential information 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 information that (a) has been disclosed in publicly available sources; (b) is,
<br /> through no fault ofthe 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
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