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or documents provided by Consultant to the City pursuant to this Agreement. <br /> 9. RECORDS <br /> Consultant shall keep records and invoices in connection with the work to be performed <br /> under this Agreement, Consultant shall maintain complete and accurate records with respect to <br /> the costs incurred under this Agreement and any services, expenditures, and disbursements <br /> charged to the City for a minimum period of three (3) years, or for any longer period required by <br /> law, from the date of final payment to Consultant under this Agreement. All such records and <br /> invoices shall be clearly identifiable. Consultant shall allow a representative of the City to <br /> 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 <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 /> 10. CONFIDENTIALITY <br /> If Consultant receives from the City information which due to the nature of such <br /> information is reasonably understood to be confidential and/or proprietary, Consultant agrees 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 /> importance,but in no event less than reasonable care. "Confidential Information"shall include all <br /> nonpublic infonnation. Confidential information includes not only written information, but also <br /> information transferred orally, visually, electronically, or by other means. Confidential <br /> information disclosed to either party 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 rightful possession of the Consultant <br /> without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e) <br /> is independently developed by the Consultant without reference to information disclosed by the <br /> City. <br /> 11. CONFLICT OF INTEREST CLAUSE <br /> a. Consultant covenants that it presently has no interests and shall not have interests, <br /> direct or indirect, which would conflict in any mariner with performance of services <br /> specified under this Agreement. <br /> b. No immediate family members of either the Mayor, City Council Member, or any <br /> appointed City Official, including appointed board and commission members, as <br /> defined under the City's Municipal Code, whose position with the City shall award or <br /> influence the award of this Agreement, or any competing contract or amendment <br /> thereof, shall be employed in any capacity by the Consultant or have any other direct <br /> or indirect financial benefit or interest in this Agreement. <br /> c. The section also prohibits the awarding of any agreement, contract, grant, or any <br /> Page 6of10 <br />