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CITY OF SANTA ANA <br />Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three <br />(3) years, or for any longer period required by law, from the date of final payment to Consultant under this <br />Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of <br />the City to examine, audit, and make transcripts or copies of such records and any other documents created <br />pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, <br />documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of <br />final payment to Consultant under this Agreement. <br />10. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of informati <br />understood to be confidential and/or proprietary, Consultant agrees that it shall not use clo <br />except in the performance of this Agreement, and further agrees to exercise the same <br />protect its own information of like importance, but in no event less than reasonable care. i <br />shall include all nonpublic information. Confidential information includes not only written i <br />information transferred orally, visually, electronically, or by other mean nfidential information <br />party by any subsidiary and/or agent of the other party is covered by thXid <br />he foregoi <br />non-use and nondisclosure shall not apply to any information that (alosed in <br />sources; (b) is, through no fault of the Consultant disclosed in a (c) is <br />of the Consultant without an obligation of confidentiality; (d) �Oity. <br />independently developed by the Consultant without refer o infor <br />Consultant covenants that it presently <br />would conflict in any manner with performance <br />Consultant shall not diItraini <br />orientation, gender identity, genveteran status, age, nationalorrecruitment, selection, teaching,or any services provide under t <br />comply with all applicililloNgLral, state a <br />This Agreement <br />Weasonably <br />informati <br />care it us <br />iallnfor n" <br />ation also <br />o either <br />rclygTailable <br />ions of <br />b <br />tful possession <br />of law; or (e) is <br />Mall not have interests, direct or indirect, which <br />under this Agreement. <br />lor, creed, religion, sex, marital status, sexual <br />Te <br />onditions, genetic information, or military and <br />fined and prohibited by applicable law, in the <br />, termination or other employment related activities <br />ms that it is an equal opportunity employer and shall <br />e the co-7frete and exclusive statement between the City and Contractor, and iff eements, oral or written, between the parties. In the event of a conflict between <br />any attachments hereto, the terms of this Agreement shall prevail. This Agreement <br />written instrument signed by the City and by an authorized representative of <br />at any terms or conditions of any purchase order or other instrument that are <br />in the terms and conditions hereof, shall not bind or obligate Consultant or the City. <br />acknowledges that no representations, inducements, promises or agreements, orally <br />e by any party, or anyone acting on behalf of any party, which is not embodied herein. <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may <br />not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and <br />any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered <br />null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services <br />which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. <br />15. TERMINATION <br />City of Santa Ana RFP 24-129 Page 20 of 30 <br />