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law, from the date of final payrrrent to Consultant undo this' Agreement_ All such records and <br />invoices shall be clearly identifiable_ Consultant shall allow a representative ol' the City to <br />examine, audit, and make transcripts or copies of Such records and any other documents crcalcd <br />pursuant fir this Agreement during regular business hours. Consultant shall allow inspection of <br />work, 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 />9. CONFIDENTIALITY <br />If Consultant receive, from the City information which clue to the nature of such <br />infonnnation is reasonably understood to be confidential and/or proprietary, Corr,ultanl agrees that <br />it shall not use or disclose Such information except in the performance oh thi, Agreement, and <br />ftrrther agrees to exercise the same degice of case it uses to protect its own information of like <br />importance, but in no event Tess than reasonable care. "Confidential Information" shall include all <br />nonpublic information. Confidenlial informalion includes not only written information, bill also <br />information transferred orally, visually, electronically, or by other means_ Confidential <br />information diseloscd to either party by any subsidiary and/or agent of thec other party is urvered <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 rightfrrl possession of the Consultant <br />without am obligation ol'conlideimality; (d) is required to be disclosed by operation of law, or (e) <br />is independently developed by the Consultant without rcluuicc to inl'orinatiun disclosed by the <br />City. <br />10, CONFLICT OF IN`I'FRESU CLAUSE, <br />Consultant covenants that it presently has no interest acid shall not have interests, direct or <br />indirect, which would conflict in an_y manner with performance of services. <br />11. NOTICE <br />Any notice, tender, clenland, 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 nailed by <br />first class or certified nail, postage prepaid, or sent by fax or oilier telegrapliic conmmunicalion 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 />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />I;ax: 714- 647-6956 <br />City Council 20 — 43 6/15/2021 <br />Pagc 5 of 11 <br />