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10. RECORDS <br />Consultant shall keep records and invoices in connection with the work to be performed <br />tinder this Agreement. Consultant shaI I maintain conIpletc and accurate records with respect tothe <br />colts incurred under this Agreement and any services, expenditures, and disbursements charged to <br />the City for a mininuun period of three (3) years, or firr any longer period required by law, from <br />ttrc 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 due City w 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 />d0CrrmelIS- proCecdings, and activities related to this Agrcenett for a period of tl-trcc (3) years <br />from the date of final payment to Consultant under this Agreement. <br />11. CONFIDENTIALITY <br />11' Consultant receives li-onn the City inlimnation which due to the naturC of such <br />infOrntatiim k reasonably understood to be confidential and/or proprietary, Consultant aglecs 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 uses to protect its own information of like <br />impottaneC, but in no event ICS3 than reasonable care- 'Confidential Tnformation" shall include all <br />nonpublic inlonnation- Confidential information includes not only written inf'onnation, but also <br />information transferred orally, visually, electronically, or by other means. Confidential <br />intormation disclosed to tither panty 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 righttitl possession of tlrc Coll tultant <br />without mi obligation of confidentiality; (d) is required to be disclosed by operation of lawn; or (c) <br />is independently developed by the Consultant without reference to information disclosed by the <br />City. <br />12. CONFLICT OF INTEREST CLAUSE <br />Consulnmt covenants than it presently has no interest and shal I not have interests, direct or <br />indirect, which would conflict in any manner with perf2mnance of services specilied nnder this <br />Al;rcencn L- <br />13. NOTICE <br />Any notice, tender-, demand, delivery, or other communication pursuant w this Agr-cement <br />shall bee in writing and shall be decmdxl to be properly given if delivered in person or mailed by <br />first class or terrified mail, postage prepaid, or sent by fax or other telegraphic conunnnication in <br />the manner provided in this Section, to the following persons: <br />To City: Clerk of the City Council <br />City of Santa Ann <br />20 Civic Center I la7a (M-30) <br />City Council 21 — 8 7/6/2021 <br />Pagc 5 of <br />