LANDSCAPE WEST MANAGEMENT SERVICES, INC. (4)

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law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor 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, Contractor shalt 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 Contractor under this Agreement. 11. COSdMENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not we or disclose such information except in the performance of this Agreement, and further agrees to exercise the saute degree of care it uses to protect its own information of like importance, but is no event less than reasonable care. "Confidential lnformation" shall include all nonpublic information, Confidential information includes not only written information, but also in transferred orally, visually, electronically, or by other means. Confidential information disclosed to either patty 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 (a) has been disclosed in pubholy available sources; (b) is, through no fault of the Contractor disclosed in a publicly available serve; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12. CON MUCT OF INTEREST CLAUS:F Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demarrd, delivery, or other oommunication pursuant to this Agreement shall be in writing and shall be (teemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in tho manner provided in this Section, to tite following persons. To City,. Clerk of the City Coutroil City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1998 Santa Ana, CA 92902-1,988 Executive Director Public Works Agency City of Santa Ana Pace 5 of a