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the requirements for specific classifications requested by any Contractor within 48 hours, the <br />Contractor may employ applicants meeting such classifications from any other available source. <br />10. RECORDS <br />VMI shall keep records and invoices in connection with the work to be performed under <br />this Agreement. VMI 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 <br />City for a minimum period of three (3) years, or for any longer period required by law, from the <br />date of final payment to VMI under this Agreement. All such records and invoices shall be <br />clearly identifiable. VMI shall allow a representative of the City to examine, audit, and make <br />transcripts or copies of such records and any other documents created pursuant to this Agreement <br />during regular business hours, VMI shall allow inspection of all work, data, documents, <br />proceedings, and activities related to this Agreement for a period of three (3) years from the date <br />of final payment to VMI under this Agreement. <br />11. CONFIDENTIALITY <br />If VMI receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, VMI agrees that it shall not use or <br />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 <br />no event less than reasonable care. "Confidential Information" shall include all nonpublic <br />information. Confidential information includes not only written information, but also information <br />transferred orally, visually, electronically, or by other means. Confidential information disclosed <br />to either party by any subsidiary and/or agent of the other party is covered by this Agreement. <br />The foregoing obligations of non-use and nondisclosure shall not apply to any information that <br />(a) has been disclosed in publicly available sources; (b) is, through no fault of the VMI disclosed <br />in a publicly available source; (c) is in rightful possession of the VMI without an obligation of <br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently <br />developed by the VMI without reference to information disclosed by the City. <br />12. CONFLICT OF INTEREST CLAUSE <br />VMI 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. NON-DISCRIMINATION <br />VMI 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, VMI affirms that it is an equal opportunity employer and shall <br />comply with all applicable federal, state and local laws and regulations. <br />#2420v4 <br />