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the 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 the City to 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 />documents, proceedings, and activities related to this Agreement for a period of three (3) years <br />from the date of final payment to Consultant under this Agreement. <br />11. 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 information. 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 />12. 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 manner 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 />amendment to those awards, to any former full-time employee for one-year from date <br />of employee separation except for any Ca1PERS retiree as authorized by City Council <br />resolution <br />d. The Consultant must comply with all conflict of interest laws, ordinances, and <br />regulations now in effect or hereafter to be enacted during the term of this Agreement. <br />The Consultant warrants that it is not now aware of any facts which conflict with the <br />prohibitions defined above. If the Consultant hereafter becomes aware of any facts that <br />Page 6 of 10 <br />