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Docusign Envelope ID:D9AFE35E-2697-48F9-88E6-AAF0814DC7BD
<br /> 7. MUTUAL INDEMINCATION
<br /> In contemplation of the provisions of Section 895.2 of the California Government
<br /> Code imposing certain tort liability jointly upon public entities solely by reason of such
<br /> entities being parties to an agreement as defined by Section 895 of the Government Code,
<br /> each party, pursuant to the authorization contained in Sections 895.4 and 895.6 of the
<br /> Government Code, hereby agrees to and shall indemnify and hold harmless the other party,
<br /> and its officers, agents, and employees from and against all losses, liability, damages, claims,
<br /> suits, action, and administrative proceedings or demands (including reasonable attorney's
<br /> fees) relating to acts or omissions of the indemnitor, its officers, agents, or employees arising
<br /> out of or incidental to the performance of any of the provisions of this Agreement, but only in
<br /> proportion to and to the extent such losses, liability, damages, claims, suits, actions, and
<br /> administrative proceedings or demands are caused by or result from the negligent acts or
<br /> omission of the other party, its officers, agents, or employees.Neither party assumes liability
<br /> for the acts or omissions of persons other than each party's respective officers, agents, or
<br /> employees. In the event judgement is entered against both Parties because of joint of
<br /> concurrent negligence of both Parties, or their officers, agents, or employees, and
<br /> apportionment of liability to pay such judgement shall be made by a Court of competent
<br /> jurisdiction.
<br /> 8. RECORDS
<br /> UCI shall keep records and invoices in connection with the work to be performed
<br /> under this Agreement, UCI shall maintain complete and accurate records with respect to
<br /> the costs incurred under this Agreement and any services, expenditures, and disbursements
<br /> charged to the City for a minimum period of three (3)years,or for any longer period required by
<br /> law,from the date of final payment to UCI under this Agreement. All such records and invoices
<br /> shall be clearly identifiable.Upon at least three(3)business days advance notice,UCI shall allow
<br /> a representative of the City to examine, audit,and make transcripts or copies of such records and
<br /> any other documents created pursuant to this Agreement during regular business hours. City
<br /> shall reimburse UCI for copies at the rate of twenty-five cents ($0.25)per page plus reasonable
<br /> administrative costs. UCI shall allow inspection of all work, data, documents, proceedings, and
<br /> activities related to this Agreement for a period of three (3)years from the date of final payment
<br /> to UCI under this Agreement.
<br /> 9. CONFIDENTIALITY
<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
<br /> 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. Confidential information includes not only written information, but also
<br /> information transferred orally, visually, electronically, or by other means. Confidential
<br /> information disclosed to eitherparty by any subsidiary and/or agent of the other party is covered
<br /> by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to
<br /> any information that(a)has been disclosed in publicly available sources; (b)is,through no fault
<br /> of the UCI disclosed in a publicly available source; (c) is in rightful possession of the UCI
<br /> without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or
<br /> (e) is independently developed by the UCI without reference to information disclosed by the
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<br /> UCI Peds Dept—SAPD-Evidence Collection Services Agmnt for Child Abuse Victims—Ff..07-01-2025
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