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Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this <br />Agreement for a period of three (3) years from the date of final payment to Consultant under this <br />Agreement. <br />11. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and further agrees to exercise <br />the same degree of care it uses to protect its own information of like importance, but in no event less <br />than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available <br />sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br />possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by <br />operation of law; or (e) is independently developed by the Consultant without reference to information <br />disclosed by the City. <br />12. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, <br />which would conflict in any manner with performance of services. Conflict may be further specified <br />in Exhibit C - Certifications, attached hereto and incorporated in this Agreement by reference. <br />13. DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, <br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, <br />in the recruitment, selection, training, utilization, promotion, termination or other employment related <br />activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable <br />federal, state and local laws and regulations and as further specified in Exhibit C - Certifications, attached <br />hereto and incorporated in this Agreement by reference. <br />14. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and Consultant, <br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a <br />conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement <br />shall prevail. This Agreement may not be modified except by written instrument signed by the City and <br />by an authorized representative of Consultant. The parties agree that any terms or conditions of any <br />purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions <br />hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that <br />no representations, inducements, promises or agreements, orally or <br />City of Santa Ana RFP 21-004 Page A2-5 <br />