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law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hmirs. Contractor shall allow inspection of all 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 Contractor under thls Agreement. <br />11.CONFIDENTIALITY <br />If Contractor receives from the City information which due to the nature of such info1mation is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such infonnation except in the performance of this Agreement, and farther agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Infonnation" shall include all nonpublic infmmati.on, Confidential information includes not only written infonnation, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosnre shall not apply to any information that (a) has bee11 disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligatio11 of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. <br />12.CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any ma1111er with performance of services specified under this Agreement. <br />13.NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deen1ed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegtaphic communication in the manner provided in this Section, to the following persons: <br />To City: Clerk of the City Cotmcil City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 <br />Executive Director Public Works Agency City of Santa Ana <br />Page 5 of8