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charged to the City for to mininnan period of threes (3) years, or for any lunger period required by law, from the date of final payment to Cousulwt under thiw Agreement. All such records and invoices shall be clearly identifiable, Consultant shall allow a rtspresentative of the City to examine, audit, and mak-c transcripts or maple of stalls records arid my either do urttents created pursuant to this Agreement during; regular business bourn. Consultant sheen allow, inspetion of all work, daatu, dateunacnix, proceedings, tarsal activities related to this Agreement for as period of°three (3) years front the slate offloal payment to Consultant under this Agreement, 10. CONFIDENTIALITY If Consultant receives frena The City irrfi xatian which dace to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same a3a sgat,°e of care it uses to protect its € wn r'ss aura ion of Eike importance, but in no evert Itis thin reasonable care. '*Confidential Intbrmaaion" shall include all nonpublic inConnation Cotr dent`satl irnbrmation includes riot only written sn%rmtration„ but also information transferred on dly, vis-uadly, electronically, or by sautes means. Confidential information disclosed to either party by any sulasuliary and/or agent of the other party is covered bythisAgreernent. The foregoing obligations ofnon-use and noudiss losurc skull not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a pabliety available source, f0 is in rightful possession of the Consultant vwithout an obligation of confidentiality; tdl is required to be disclosed by operation of law„ or (e) is independently developed by the Cowultar€t wt ithoart rcfc .race to information aiisclosed by the City. I1. CCtISEItLIC7OrINTEREST CLAUSE Consultant covenants that it prestrstly lass no interests and shell not have interests, direct or indirect, whichwould ould conflict in any manner with perfcsrnaance nt se vices speclffied under this A eentent. 11 lyeTSCAIN iIwlATION Consultant shall not d scrirnsnate because of race, color, creed, religion, saga, ruarrital. status. sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitmtt nt, s l laoa, trainin& utilization, promotion, termination or other employment related activities. Consultant affirm that it is an eclual opperrruoity employer acrd shall ,damply wvith all applicable federal.. starts: and local Maras and taagubataaans: 11 E CLLSIYITV AND ,4MENDIMFM This Agreement represents the complete and exclusive statement between the City +tired Com-uhant, and supersedes any and all other agreements, oral or written, b,atwwPeen the piartie& In the event of a conflict between the: terms of this Agreenteat and any attachments hereto, the terms of this Agreement studl provin1. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative c$3 Consultant, The parties agree that any