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<br />Page 5 of 19 <br /> <br />to FOSAZ under this Agreement. All such records and invoices shall be clearly <br />identifiable. FOSAZ shall allow a representative of the City to examine, audit, and <br />make transcripts or copies of such records and any other documents created <br />pursuant to this Agreement during regular business hours. FOSAZ shall allow <br />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 FOSAZ <br />under this Agreement. This records provision shall survive expiration or termination <br />of this Agreement. <br /> <br />8. AUDIT OF BOOKS AND RECORDS <br />8.1 FOSAZ shall have its books and records audited or reviewed annually by <br />an independent accounting firm at FOSAZ’ expense. City shall receive <br />annually from FOSAZ an audited or reviewed financial report, which shall <br />include, but not be limited to, its statements of financial position and <br />activities. This reviewed financial report shall be prepared by FOSAZ and <br />accompanied by an independent auditor’s report. <br /> <br />8.2 City, using its own staff or an independent accounting firm and generally <br />accepted accounting principles, shall have the right, at its expense, to audit <br />all FOSAZ books and records annually. Likewise, FOSAZ, using an <br />independent accounting firm and generally accepted accounting principles, <br />shall have the right, at its expense, to audit annually the City’s books and <br />records related to funds transmitted to the City by FOSAZ. City retains the <br />right to audit FOSAZ administrative costs and other costs used to maintain <br />the FOSAZ organization. <br /> <br />9. CONFIDENTIALITY <br /> <br />If FOSAZ receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/ or proprietary, FOSAZ <br />agrees that it shall not use or disclose such information except in the performance <br />of this Agreement, and further agrees to exercise the same degree of care it uses <br />to protect its own information of like importance, but in no event less than <br />reasonable care. "Confidential Information" shall include all nonpublic information. <br />Confidential information includes not only written information, but also information <br />transferred orally, visually, electronically, or by other means. Confidential <br />information disclosed to either party by any subsidiary and/ or agent of the other <br />party is covered by this Agreement. The foregoing obligations of non -use and <br />nondisclosure shall not apply to any information that: <br /> <br /> Has been disclosed in publicly available sources; <br /> Is, through no fault of the FOSAZ disclosed in a publicly available <br />source; <br /> Is in rightful possession of the FOSAZ without an obligation of <br />confidentiality; <br />Exhibit 1