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product or documents provided by Consultant to the City pursuant to this Agreement. <br />10.RECORDS <br />Consultant shall keep records and invoices in connection with the work to be performed <br />under this Agreement. Consultant shall maintain complete an d 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 Consultant under this Agreement. All such records and <br />invoices shall be clearly identifiable. Consultant shall allow a representative of the City to <br />examine, audit, and make transcripts or copies of such records and any other docum.ents created <br />pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all <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 confid ential and/or proprietary, Consultant agrees that 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 />nonpub lic information. Confidential infmmation 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 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 oflaw; 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 interest and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services. <br />13.NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement <br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed by <br />first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in <br />the manner provided in this Section, to the following persons: <br />Page 6 of 10 <br />EXHIBIT 1