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documents provided by Contractor to the City pursuant to this Agreement. <br />10. RECORDS <br />Contractor shall keep records and invoices in connection with the work to be performed under <br />this Agreement. Contractor shall maintain complete and accurate records with respect to the costs <br />incurred under this Agreement and any services, expenditures, and disbursements charged to the City <br />for a minimum period of three (3) years, or for any longer period required by law, from the date of final <br />payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. <br />Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of <br />such records and any other documents created pursuant to this Agreement during regular business <br />hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related <br />to this Agreement for a period of three (3) years from the date of final payment to Contractor under this <br />Agreement. <br />11. CONFIDENTIALITY <br />If Contractor receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and further agrees to exercise <br />the same degree of care it uses to protect its own information of like importance, but in no event less <br />than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available <br />sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in <br />rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the Contractor without reference to <br />information disclosed by the City. <br />12. CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interests and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />13. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall <br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or <br />certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner <br />provided in this Section, to the following persons: <br />To City: Clerk of the City Council <br />City of Santa Ana <br />20 Civic Center Plaza (M -30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702 -1988 <br />Fax 714- 647 -6956 <br />With courtesy copies to: <br />Executive Director — <br />City of Santa Ana <br />20 Civic Center Plaza (M -) <br />111109191 : <br />