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this Agreement. Consultant 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 <br />final payment to Consultant under this Agreement. All such records and invoices shall be clearly <br />identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts <br />or copies of such records and any other documents created pursuant to this Agreement during regular <br />business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and <br />activities related to this Agreement for a period of three (3) years from the date of final payment to <br />Consultant under this Agreement. <br />S. CONFIDENTMLITY <br />If Consultant receives from the City information which due to the nature of such information <br />is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use <br />or disclose such information except in the performance of this Agreement, and further agrees to <br />exercise the same degree of care it uses to protect its own information of like importance, but in no <br />event less than reasonable care. "Confidential Information" shall include all nonpublic information. <br />Confidential information includes not only written information, but also information transferred orally, <br />visually, electronically, or by other means. Confidential information disclosed to either party by any <br />subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of <br />non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly <br />available sources, (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) <br />is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the Consultant without reference <br />to information disclosed by the City. <br />9. CONFLICT OF INTEREST CLAUSE <br />Consultant 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 />24. DISCRI DATION <br />Consultant shall not discriminate because of race, color. creed, religion, sex, marital status, <br />sexual orientation;' age, national origin, ancestry, or disabilitv, as defined and prohibited by applicable <br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment <br />related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all <br />applicable federal, state and local laws and regulations. <br />it. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the <br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this <br />Agreement shall prevail. This Agreement may not be modified except by written instrument signed <br />by the City and by an authorized representative of Consultant. The parties agree that any terms or <br />conditions of any purchase order or other instrument that are inconsistent with, or in addition to the <br />terms and conditions hereof. shall not bind or obligate Consultant or the City, Each party to this <br />