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of the Agreement, including but not limited to, the costs of administering the Agreement. All <br />parties shall make such materials available at their respective offices at all reasonable times during <br />the Agreement period and for three years from the date of final payment under the Agreement. The <br />state, State Auditor, City, FHWA, or any duly authorized representative of the Federal Government <br />shall have access to any books, records, and documents of Consultant and its certified public <br />accountants work papers that are pertinent to the contract and indirect cost rates (ICR) for audit, <br />examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished <br />if requested. <br />12. AUDIT REVIEW PROCEDURES <br />a. Any dispute concerning a question of fact arising under an interim or post audit of <br />this Agreement that is not disposed of by mutual agreement shall be reviewed by <br />the City. <br />b. Not later than 30 days after issuance of the final audit report, Consultant may <br />request a review by the City of unresolved audit issues. The request for review will <br />be submitted in writing, submitted to the project manager of RFP. <br />Neither the pendency of a dispute nor its consideration by City will excuse <br />Consultant from full and timely performance in accordance with the terms of this <br />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 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 to any <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 />14. CONFLICT OF INTEREST <br />a. Consultant shall disclose any financial, business, or other relationship with City that <br />may have an impact upon the outcome of this Agreement, or any ensuing City <br />construction project. Consultant shall also list current clients who may have a <br />financial interest in the outcome of this Agreement, or any ensuing City <br />construction project that will follow. <br />Page 9 <br />