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(i) Contractor shall maintain all insurance required above in fill force and effect for the entire
<br />period covered by this Agreement.
<br />(ii) Certificates of Insurance shall be furnished to the City upon execution of this Agreement
<br />and shall be approved in form by the City Attorney.
<br />(iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in
<br />coverage or changed in any other material aspect without thirty (30) days prior written
<br />notice to the City.
<br />f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or
<br />refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the
<br />City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall
<br />not affect Contractor's right to be paid for its time and materials expanded prior to notification of termination.
<br />Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed
<br />prior to approval of insurance by the City.
<br />7. HOLD IIARNILESS /INDEMNIFICATION
<br />To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its officers,
<br />agents and employees (collectively the "indemnified parties") from and against any and all claims ( including
<br />without limitation, claims for bodily injury, death or damage to property), demands , obligations, damages,
<br />actions, causes of Minn, suits, losses, jadgments, tines, penalties, liabilities, costs and expenses (including
<br />without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever
<br />(individually, a claim; collectively "claims "), which may arise from or in any manner related (directly or
<br />indirectly) to any work performed or services provided under this contract (including, without limitation defects
<br />in workmanship and /or materials) or contractor's presence or activities conducted performing the work (including
<br />the negligent and /or willful acts, errors and/or omissions of contractor, its principals, officers, agents, employees,
<br />vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for
<br />whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be
<br />construed to require contractor to indemnify the indemnified parties from any claim arising from the sole
<br />negligence or willful misconduct of the indemnified parties. Nothing in this indemnity shall be construed as
<br />authorizing any award of attorney's fees in any action on or to enforce the terms of this contract. This indemnity
<br />shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy
<br />limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. The
<br />Contractor further agrees to indemnify, hold harmless, and pay all cost for the defense of the City, including
<br />reasonable fees and costs for special counsel to be selected by the City, regarding any action by a third party.
<br />City may make all reasonable decisions with respect to its representative in any legal proceeding.
<br />S. CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such information is reasonably
<br />understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such
<br />information except in the performance of this Agreement, and further agrees to exercise the sane degree of ease
<br />it uses to protect its own information of like importance, but in no event less than reasonable care.
<br />"Confidential information " shall include all nonpublic information. Confidential information includes not only
<br />written 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 party is covered
<br />by this Agreement. The foregoing obligations of nonuse and nondisclosure shall not apply to any information
<br />that 1) has been disclosed in publicly available sources; 2) is, through no fault of the Contractor, disclosed in a
<br />publicly available source; 3) is in rightful possession of the Contractor without an obligation of confidentially;
<br />4) is required to be disclosed by operation of law; or 5) is independently developed by the Contractor without
<br />reference to information disclosed by the City.
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