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DocuSign Envelope ID: A9C16B19-BAOC-4CCC-B7E7-E145FF8604EA
<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 either party 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
<br />City. Notwithstanding the foregoing, City understands and agrees that UCI is a public institution,
<br />subject to the provisions of the California Public Records Act, and Confidential Information
<br />may be subject to disclosure thereunder. In the event UCI receives a request to produce this
<br />Agreement, or identify any term, condition, or aspect of this Agreement, UCI will contact City
<br />to advise of such release of information in accordance with applicable law.
<br />10. CONFLICT OF INTEREST CLAUSE
<br />UCI represents that it presently has no interests and shall not have interests, direct or
<br />indirect, which would conflict in any manner with performance of services specified under this
<br />Agreement.
<br />11. DISCRIMINATION
<br />UCI shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military and veteran status, national origin, ancestry, or disability, as defined and
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<br />UCI Peds Dept— Agreement for Evidence Collection services for Cbild Abuse Victims — EPr 07-01-2021
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