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business hours. Consultant shall allow inspection of all work, data, documents, proceedings,
<br />and activities related to this Agreement for a period of three (3) years from the date of final
<br />payment to Consultant under this Agreement.
<br />13. 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
<br />agrees that It shall not use or disclose such Information except In the performance of this
<br />Agreement, and further agrees to exercise the same degree of care It uses to protect Its
<br />own Information of like importance, but in no event less than reasonable care, "Confidential
<br />Information" shall Include all nonpublic Information. Confidential Information Includes not
<br />only written Information, but also Information transferred orally, visually, electronically, or
<br />by other means. Confidential Information disclosed to either party by any subsidiary and/or
<br />agent of the other party is covered by this Agreement. The foregoing obligations of non-use
<br />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
<br />source; (c) is in rightful possession of the Consultant without an obligation of
<br />confidentiality; (d) Is required to be disclosed by operation of law; or (e) Is Independently
<br />developed by the Consultant without reference to Information disclosed by the City.
<br />14. CONFLICT OF INTEREST CLAUSE
<br />Consultant 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, DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and
<br />prohibited by applicable law, In the recruitment, selection, training, utilization, promotion,
<br />termination or other employment related activities. Consultant affirms that it Is an equal
<br />opportunity employer and shall comply with all applicable federal, state and local laws and
<br />regulations.
<br />16. 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
<br />parties. In the event of a conflict between the terms of this Agreement and any attachments
<br />hereto, the terms of this Agreement shall prevail. This Agreement may not be modified
<br />except by written Instrument signed by the City and by an authorized representative of
<br />Consultant. The parties agree that any terms or conditions of any purchase order or other
<br />Instrument that are inconsistent with, or In addition to, the terms and conditions hereof,
<br />shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges
<br />that no representations, inducements, promises or agreements, orally or otherwise, have
<br />been made by any party, or anyone acting on behalf of any party, which Is not embodied
<br />herein.
<br />17. ASSIGNMENT
<br />Inasmuch as this Agreement is Intended to secure the specialized services of
<br />Consultant, Consultant may not assign, transfer, delegate, or subcontract any Interest
<br />City of Santa Ana — Revenue Auditing, Recovery, Reporting, Analysis, and Legislative/State Agency - --
<br />Lialson and Implementation Monitoring Services
<br />Request for Proposals No. 20.137 Page 36
<br />October 26, 2020
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