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288a, 288.2,288.3,288.4,288.5,288.7,289,290, 311.1,311.2,311.3, 311.4,311.10,311.11,314,
<br /> 347(a), 368, 417(b),451(a),518 with 186.22, 647.6, 653f(c), 664 and 187, 667.5(c), 18745, 18750,
<br /> or 18755, 12022.53, 11418(b)(1) or (b)(2); Business and Professions Code Section 729. Failure
<br /> to comply with this Section shall be grounds for immediate termination of this Agreement.
<br /> 10. RECORDS
<br /> Contractor shall keep records and invoices in connection with the work to be performed
<br /> under this Agreement. Contractor shall maintain complete and 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 Contractor under this Agreement. All such records and
<br /> invoices shall be clearly identifiable. Contractor shall allow a representative of the City to
<br /> examine, audit, and make transcripts or copies of such records and any other documents created
<br /> pursuant to this Agreement during regular business hours. Contractor 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 Contractor under this Agreement.
<br /> 11. CONFIDENTIALITY
<br /> If Contractor receives from the City information which due to the nature of such
<br /> information is reasonably understood to be confidential and/or proprietary, Contractor 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 /> Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
<br /> without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e)
<br /> is independently developed by the Contractor without reference to information disclosed by the
<br /> City.
<br /> 12. CONFLICT OF INTEREST CLAUSE
<br /> Contractor covenants that it presently has no interests and shall not have interests, direct
<br /> or indirect, which would conflict in any manner with performance of services specified under this
<br /> Agreement.
<br /> 13. NOTICE
<br /> Any notice, tender, demand, delivery, or other communication pursuant to this
<br /> Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
<br /> mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic
<br /> City Council 18 — 9 5/ M4f 11
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