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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 infon-nation 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 /> a. Consultant covenants that it presently has no interests and shall not have interests, <br /> direct or indirect, which would conflict in any manner with performance of services <br /> specified under this Agreement. <br /> b. No immediate family members of either the Mayor, City Council Member, or any <br /> appointed City Official, including appointed board and commission members, as <br /> defined under the City's Municipal Code, whose position with the City shall award or <br /> influence the award of this Agreement, or any competing contract or amendment <br /> thereof, shall be employed in any capacity by the Consultant or have any other direct <br /> or indirect financial benefit or interest in this Agreement. <br /> c. The section also prohibits the awarding of any agreement, contract, grant, or any <br /> amendment to those awards, to any former full-time employee for one-year from date <br /> of employee separation except for any Ca1PERS retiree as authorized by City Council <br /> resolution <br /> d. The Consultant must comply with all conflict of interest laws, ordinances, and <br /> regulations now in effect or hereafter to be enacted during the term of this Agreement. <br /> The Consultant warrants that it is not now aware of any facts which conflict with the <br /> prohibitions defined above. If the Consultant hereafter becomes aware of any facts that <br /> might reasonably be expected to create a conflict of interest, it must immediately make <br /> full written disclosure of such facts to the City. Full written disclosure must include, <br /> but is not limited to, identification of all persons implicated and a complete description <br /> Page 5 of 9 <br />