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examine, audit, and make transcripts or copies of such records and any other documents created
<br />pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
<br />wrath, data, documents, proceedings, and activities related to this Agreement for a period of three
<br />(3) years from the date of final payment to Consultant under this Agreement.
<br />10, CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential ,anchor lnroprietary, Consultant agrees that
<br />it shall not use or disclose such information except in the performance of this Agreement, and
<br />further agrees to exercise the sante degree of care it uses to protect its own infortnatiou of like
<br />importance, but in no event less than masonuble care. "Confidential InformatioW shall include all
<br />nonpublic 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 any
<br />information that (a) has been disclosed in publicly available sources; (ii) is, through no fault of the
<br />Consultant disclosed in a publicly available source; (e) is in rightful possession of the Consultant
<br />without an obligation of confidentiality, (d) is required to he disclosed by operation oftawp or (e)
<br />is independently developed by the Consultant without reference to information disclosed by the
<br />City.
<br />Consultant covenants that it presently has no interests and shall not have interests, direct
<br />or indirect, which would conflict in any manner with performance of services specified under this
<br />Agreement.
<br />12. DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other-
<br />employment related activities. Consultant affirms that it is an equal opportunity employer and shall
<br />comply with all applicable federal[ state and lows[ laws and regulations.
<br />13. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Consultant, and supersedes any and all other agreements, oral or written, between the parties. in
<br />the event of conflict between the terms of this Agreement and any attachments hereto, the tetras
<br />of this Agreement shall prevail, This Agreement may not be modified except by written instrument
<br />signed by the City and by an authorized representative of Consultant. 'fate parties agree that any
<br />terms or conditions of any purchase carder or gather instrument that are inconsistent with, or in.
<br />addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City„ Each
<br />party to this Agreement acknowledges that no representations, inducements, promises or
<br />f ttit,
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