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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 fi-om 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
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