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extent arising from any challenge to the City's ordinances, procedures, laws, hearing determinations, or
<br />processes.
<br />8. RECORDS
<br />S&W shall keep records and invoices in connection with the work to be performed under this
<br />Agreement. S&W shall maintain complete and accurate records with respect to the costs incurred under
<br />this Agreement and any services, expenditures, and disbursements charged to the City for a minimum
<br />period of three (3) years, or for any longer period required by law, from the date of final payment to S&W
<br />under this Agreement. All such records and invoices shall be clearly identifiable. S&W shall allow a
<br />representative of the City to examine, audit, and make transcripts or copies of such records and any other
<br />documents created pursuant to this Agreement during regular business hours. S&W shall allow inspection
<br />of all 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 S&W under this Agreement.
<br />9. CONFIDENTIALITY
<br />If S&W receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, S&W agrees that it shall not use or disclose
<br />such information except in the performance of this Agreement, and further agrees to exercise the same
<br />degree of care it uses to protect its own information of like importance, but in no event less than reasonable
<br />care. "Confidential Information" shall include all nonpublic information. Confidential information
<br />includes not only written information, but also information transferred orally, visually, electronically, or
<br />by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the
<br />other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall
<br />not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no
<br />fault of S&W disclosed in a publicly available source; (c) is in rightful possession of S&W without an
<br />obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently
<br />developed by S&W without reference to information disclosed by the City.
<br />10. CONFLICT OF INTEREST CLAUSE
<br />S&W covenants that it presently has no interests and shall not have interests, direct or indirect,
<br />which would conflict in any manner with performance of services specified under this Agreement.
<br />IL NON-DISCRIMINATION
<br />S&W shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, gender identity, gender expression, gender, medical conditions, genetic information, or
<br />military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other
<br />employment related activities or any services provided under this Agreement. S&W affirms that it is an
<br />equal opportunity employer and shall comply with all applicable federal, state and local laws and
<br />regulations.
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