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10. HCORDS <br />Consultant shall keep records and invoices in connection with the work to be performed <br />under this Agreernent. Consultant shall maintain complete and accurate records with respect to the <br />costs incurred under this Agreement and any services, expenditures, and disbursements charged to <br />the City for a minimum period of three (3) years, or for any longer period required by law, from <br />the date of final payment to Consultant under this Agreement. All such records and invoices shall <br />be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and <br />make transcripts or copies of such records and any other documents created pursuant to this <br />Agreement. during regular business hours, Consultant shall allow inspection of all work, data, <br />documents, proceedings, and activities related to this Agreement for a period of three (3) years <br />from the date of final payment to Consultant under this Agreement, <br />11. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, 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 same degree of care it rises to protect its own information of like <br />importance; but in no event less than reasonable care. "Confidential Information" 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; (b) is, through no fault of the <br />Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant <br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) <br />is independently developed by the Consultant without reference to information disclosed by the <br />City. <br />12. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interest 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 />13. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement <br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed by <br />first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in <br />the manner provided in this Section, to the following persons: <br />To City: Clerk of the City Council <br />City of Santa Ana <br />Page 5 of 8 <br />