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Subcontractors. Provider shall require and verify that all sub-contractors maintain
<br /> insurance meeting all the requirements stated herein, and Provider shall ensure that City is an
<br /> additional insured on insurance required from sub-contractors.
<br /> Special Risks or Circumstances. City reserves the right to modify these requirements,
<br /> including limits,based on the nature of the risk,prior experience,insurer,coverage,or other special
<br /> circumstances.
<br /> 6. INDEMNIFICATION
<br /> Provider agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br /> agents, employees, Providers, special counsel, and representatives from liability: (1) for personal
<br /> injury, 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
<br /> negligent operations of the Provider or its contractors, subcontractors, substitutes, agents,
<br /> employees,or other persons acting on their behalf which relates to the services described in section
<br /> 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation,
<br /> restitution,judicial or equitable relief is due by reason of the terms of or effects arising from this
<br /> Agreement, to the extent that the injury, damages, just compensation, restitution, judicial or
<br /> equitable relief is caused by the negligence of the Provider. This indemnity and hold harmless
<br /> agreement applies to all claims for damages, just compensation, restitution,judicial or equitable
<br /> relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section
<br /> or by reason of the terms of,or effects, arising from this Agreement. City may make all reasonable
<br /> decisions with respect to its representation in any legal proceeding. In no case will Provider be
<br /> required to indemnify or hold harmless the City from injury, damages, just compensation,
<br /> restitution,judicial or equitable relief caused by the negligence of the City.
<br /> 7. CONFIDENTIALITY
<br /> If Provider receives from the City information which due to the nature of such information
<br /> is reasonably understood to be confidential and/or proprietary, Provider agrees that it shall not use
<br /> or disclose such information except in the performance of this Agreement, and further agrees to
<br /> exercise the same degree of care it uses to protect its own information of like importance, but in
<br /> no event less than reasonable care. "Confidential Information" shall include all nonpublic
<br /> information, including but not limited to student records. Confidential information includes not
<br /> only written information, but also information transferred orally, visually, electronically, or by
<br /> other means. Confidential information disclosed to either party by any subsidiary and/or agent of
<br /> the other party is covered by this Agreement. The foregoing obligations of non-use and
<br /> nondisclosure shall not apply to any information that (a) has been disclosed in publicly available
<br /> sources; (b) is, through no fault of the Provider disclosed in a publicly available source; (c) is in
<br /> rightful possession of the Provider without an obligation of confidentiality; (d) is required to be
<br /> disclosed by operation of law; or(e)is independently developed by the Provider without reference
<br /> to information disclosed by the City.
<br /> 8. COVID-19 ASSUMPTION OF RISK AND WAIVER
<br /> Provider acknowledges that Provider could be exposed to persons that may have COVID-
<br /> 19 providing services pursuant to this Agreement. Provider understands that interacting with any
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