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examine, audit, and make transcripts or copies of such records and any other documents created
<br />pursuant to this Agreement during regular business hours. Consultant 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 Consultant under this Agreement.
<br />9. CONFIDENTIALITY
<br />If Consultant receives from the City, or the City receives from Consultant, information
<br />which due to the nature of such information is reasonably understood to be confidential and/or
<br />proprietary, such party agrees that it shall not use or disclose such information except in the
<br />performance of this Agreement, and further agrees to exercise the same degree of care it uses to
<br />protect its own information of like importance, but in no event less than reasonable care.
<br />"Confidential Information" shall include all nonpublic information. Confidential information
<br />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
<br />subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations
<br />of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in
<br />publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly
<br />available source; (c) is in rightful possession of the Consultant without an obligation of
<br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently
<br />developed by the Consultant without reference to information disclosed by the City.
<br />10. CONFLICT OF INTEREST CLAUSE
<br />Consultant 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 />11. NON-DISCRIMINATION
<br />Provider shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military and veteran status, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
<br />promotion, termination or other employment related activities or any services provided under this
<br />Agreement. Provider affirms that it is an equal opportunity employer and shall comply with all
<br />applicable federal, state and local laws and regulations.
<br />12. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Contractor, and supersedes any and all other agreements, oral or written, between the parties. In
<br />the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
<br />of this Agreement shall prevail. This Agreement may not be modified except by written instrument
<br />signed by the City and by an authorized representative of Contractor. The parties agree that any
<br />terms or conditions of any purchase order or other instrument that are inconsistent with, or in
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