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to FOSAZ under this Agreement. All such records and invoices shall be clearly identifiable. FOSAZ shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. FOSAZ shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to FOSAZ under this Agreement. This records provision shall survive expiration or termination of this Agreement. 8. AUDIT OF BOOKS AND RECORDS 8.1 FOSAZ shall have its books and an independent accounting firm annually from FOSAZ an audited records audited or reviewed annually by at FOSAZ' expense. City shall receive or reviewed financial report, which shall include, but not be limited to, its statements of financial position and activities. This reviewed financial report shall be prepared by FOSAZ and accompanied by an independent auditor's report. 8.2 City, using its own staff or an independent accounting firm and generally accepted accounting principles, shall have the right, at its expense, to audit all FOSAZ books and records annually. Likewise, FOSAZ, using an independent accounting firm and generally accepted accounting principles, shall have the right, at its expense, to audit annually the City's books and records related to funds transmitted to the City by FOSAZ. City retains the right to audit FOSAZ administrative costs and other costs used to maintain the FOSAZ organization. 9. CONFIDENTIALITY If FOSAZ receives from the City information which due to the nature of such information is reasonably understood to be confidential and/ or proprietary, FOSAZ agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/ or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that: • Has been disclosed in publicly available sources; • Is, through no fault of the FOSAZ disclosed in a publicly available source; • Is in rightful possession of the FOSAZ without an obligation of confidentiality; Page 5 of 19