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iv. Such other insurance in such amounts which from time to time may be reasonably
<br />required by the mutual consent of both parties against other insurable hazards
<br />relating to performance.
<br />It should be expressly understood, however, that the coverages required under
<br />paragraphs B.i., B.ii.. and B.iii.. hereof shall not in any way limit the liability of either
<br />party. Such provision, however, shall only apply in proportion to and to the extent of
<br />the negligent acts or omissions of the other party, its officers, agents, employees. Each
<br />party upon execution of this Agreement shall furnish the other party with Certificates
<br />of Insurance or other evidence of compliance with all requirements. Certificates shall
<br />further provide for thirty (30) calendar days advance written notice to the other party
<br />of any modifications, change, or cancellation of any of the above insurance coverage.
<br />6. INDEMNIFICATION
<br />UCI shall defend, indemnify and hold City, its trustees, officers, employees and agents
<br />harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or
<br />claims for injury or damages arising out of the performance of this Agreement, but only in proportion
<br />to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are
<br />caused by or result from the negligent or intentional acts or omissions of UCI, its officers, employees
<br />or agents.
<br />City shall defend, indemnify and hold UCI, its officers, employees an agents harmless from
<br />and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for
<br />injury or damages arising out of the performance of this Agreement, but only in proportion to and to
<br />the extent such liability, loss expense, attorneys' fees, or claims for injury or damages are caused by
<br />or result from the negligent or intentional acts or omissions of City, its trustees, officers, employees
<br />or agents.
<br />7. RECORDS
<br />UCI shall keep records and invoices in connection with the work to be performed under this
<br />Agreement. UCI shall maintain complete and accurate records with respect to the costs incurred under
<br />this Agreement and any services, expenditures, and disbursements charged to the City for a minimum
<br />period of three (3) years, or for any longer period required by law, from the date of final payment to
<br />UCI under this Agreement. All such records and invoices shall be clearly identifiable. Upon at least
<br />three (3) business days advance notice, UCI shall allow a representative of the City to examine, audit,
<br />and make transcripts or copies of such records and any other documents created pursuant to this
<br />Agreement during regular business hours. City shall reimburse UCI for copies at the rate of twenty-
<br />five cents ($0.25) per page plus reasonable administrative costs. UCI shall allow inspection of all
<br />work, data, documents, proceedings, and activities related to this Agreement for a period of three (3)
<br />years from the date of final payment to UCI under this Agreement.
<br />8. 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 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 include all nonpublic information. Confidential
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