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pursuant to this Agreement during regular business hours. Consultant shall allow inspection ofall <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 />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 toany <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 />Consultant covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified underthis <br />Agreement. <br />13. NON-DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, <br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by <br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other <br />employment related activities. Consultant affirms that it is an equal opportunity employer and shall <br />comply with all applicable federal, state and local laws and regulations. <br />14. EXCLUSIVITY AND AMENDMENT <br />This Agreement and its attachments represent the complete and exclusive statement <br />between the City and Consultant, and supersedes any and all other agreements, oral or written, <br />between the parties. In the event of a conflict between the terms of this Agreement and any <br />attachments hereto, theterms ofthis Agreement shall prevail. This Agreement may not be modified <br />except by written instrument signed by the City and by an authorized representative of Consultant. <br />The parties agree that any terms or conditions of any purchase order or other instrument (not <br />attached to this Agreement) that are inconsistent with, or in addition to, the terms and conditions <br />hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement <br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, <br />25A-7 <br />