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<br />Page 4 of 7 <br /> <br />The City reserves the right to require complete, certified copies of all required <br />insurance policies, including endorsements required by these specifications, at any <br />time. <br /> <br />(8) Subcontractors: Contractor shall require and verify that all subcontractors maintain <br />insurance meeting all the requirements stated herein, and Contractor shall ensure <br />that City is an additional insured on insurance required from subcontractors. <br /> <br />(9) Special Risks or Circumstances: City reserves the right to modify these <br />requirements, including limits, based on the nature of the risk, prior experience, <br />insurer, coverage, or other special circumstances. <br /> <br />6. INDEMNIFICATION <br /> <br /> UCI shall defend, indemnify and hold City, its officers, employees and agents harmless from <br />and against any and all liability, loss, expense (including reasonable attorney’s fee), or claims for <br />injury or damages arising out of the performance of this Agreement but only in proportion to and to the <br />extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or <br />result from the negligent or intentional acts or omissions of UCI, its officers, employees or agents. <br /> <br />7. CONFIDENTIALITY <br /> <br />If UCI receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, UCI agrees that it shall not use or disclose <br />such information except in the performance of this Agreement, and further agrees to exercise the same <br />degree of care it uses to protect its own information of like importance, but in no event less than <br />reasonable care. “Confidential Information” shall be clearly marked “Confidential Information.” <br />Confidential information includes not only written information, but also information transferred orally <br />and reduced to writing, visually, electronically, or by other means. Confidential information disclosed <br />to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The <br />foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been <br />disclosed in publicly available sources; (b) is, through no fault of UCI disclosed in a publicly available <br />source; (c) is in rightful possession of UCI without an obligation of confidentiality; (d) is required to <br />be disclosed by operation of law; or (e) is independently developed by UCI without reference to <br />information disclosed by the City. <br /> <br />8. CONFLICT OF INTEREST CLAUSE <br /> <br /> UCI covenants that it presently has no interests and shall not have interests, direct or indirect, <br />which would conflict in any manner with performance of services specified under this Agreement. <br /> <br /> <br />9. NOTICE <br /> <br /> Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall <br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or