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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
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<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
<br /> for 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
<br /> section 1 of this Agreement;and(2)from any claim that personal injury,damages,just
<br /> compensation, restitution,judicial or equitable relief is clue by reason of the terms of or effects
<br /> arising from this Agreement, to the extent that the injury, damages,just compensation,
<br /> restitution,judicial or equitable relief is caused by the negligence of the Provider.This indemnity
<br /> and hold harmless agreement applies to all claims for damages,just compensation,restitution,
<br /> judicial or equitable relief suffered,or alleged to have been suffered, by reason of the events
<br /> referred to in this Section or by reason of the terms of,or effects, arising from this Agreement.
<br /> City may make all reasonable decisions with respect to its representation in any legal proceeding.
<br /> In no case will Provider be required to indemnify or hold harmless the City from injury,
<br /> damages,just compensation,restitution,judicial or equitable relief caused by the negligence of
<br /> 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 /> S. 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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