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7. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreenrent. Consultant shall maintain complete and accurate records with revect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City -for a minimum period of three (3) years, or for any longer period required by law, from the date of final pavinout to ConsuJtant under this Agreement, All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the Cit y to examine, audit, and make transcripts or copies of such records and any -other documents created pursuant to this Agreement during regularbusiness hours, Consultant shall allow inspection of all work, date, documents, proceedings, and activities Mated to this Agreement for a period of three (3) years, ftoru the date of final payment to Consultant under this Agreement, 81 CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such infortuation, is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degrees of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written inibimation, but also information transferred orally, visually, electronically, or by other, means. Confidential information disclosed to, either party by any subsidiary and/or agent of the other party is covered by this Ageement. The foregoing obligations of tion-use and nondisclosure shall not apply to any inferination that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source,; (c) is in rightful possession of the Consultant Without an obligation of confidentiality; (d) is required to be disclosed byoperationof law; or (e) is illidependently developed by the Consultant without, reference to information disclosed by the City, 9. CONFLICT OF INTEREST CLAUSE Consultant Covenants that it presently has no interests and shall riot have interests,, direct or indirect, which would conflict in any manner with performance ofservicesspecified under this Agreement. 10, NOTICE Any notice, tender, demand, dell'yery, or other communication pursuant to this Agreement shall be in writing and shall be, deemed to be properly given if delivered in person or mailed by first class or certified maili, postage prepaid, or sent by fax or other tolegrapb1p communication in the inamier provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center'Plaza (M-30) P.0-Box 1988