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12. RECORDS <br />Contractor shall keep records and invoices in connection with the work to be performed <br />under this Agreement. Contractor shall maintain complete and accurate records with respect to <br />the costs incurred under this Agreement and any services, expenditures, and disbursements <br />charged to the City for a minimum period of three (3) years, or for any longer period required by <br />law, from the date of final payment to Contractor under this Agreement. All such records and <br />invoices shall be clearly identifiable. Contractor shall allow a representative of the City to <br />examine, audit, and make transcripts or copies of such records and any other documents <br />created pursuant to this Agreement during regular business hours. Contractor shall allow <br />inspection of all work, data, documents, proceedings, and activities related to this Agreement <br />for a period of three (3) years from the date of final payment to Contractor under this <br />Agreement. This Section will survive termination and completion of the Agreement. <br />13. CONFIDENTIALITY <br />If Contractor receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Contractor agrees <br />that it shall not use or disclose such information except in the performance of this Agreement, <br />and further agrees to exercise the same degree of care it uses to protect its own information of <br />like importance, but in no event less than reasonable care. "Confidential Information" shall <br />include all nonpublic information. Confidential information includes not only written information, <br />but also 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 <br />covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not <br />apply to any information that (a) has been disclosed in publicly available sources; (b) is, <br />through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful <br />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 <br />reference to information disclosed by the City. <br />14. CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interests and shall not have interests, <br />direct or indirect, which would conflict in any manner with performance of services specified <br />under this Agreement. <br />15. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic <br />communication in the manner 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 />25G-10 <br />#95440 <br />