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Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of <br />such records and any other documents created pursuant to this Agreement during regular business <br />hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related <br />to this Agreement for a period of three (3) years from the date of final payment to Consultant under this <br />Agreement. <br />9. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or <br />disclose such Information except in the performance of this Agreement, and further agrees to exercise <br />the same degree of care it uses to protect Its own information of like importance, but In no event less <br />than reasonable care. "Confidential Information" shall include all nonpublic Information. Confidential <br />Information 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 subsidiary <br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available <br />sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) Is In <br />rightful possession of the Consultant without an obligation of confidentiality; (d) Is required to be <br />disclosed by operation of law; or (e) is independently developed by the Consultant without reference to <br />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 or <br />Indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />11. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall <br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or <br />certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner <br />provided in this Section, to the following persons: <br />To City: Clerk of the City Council <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />Fax 714-647.6956 <br />With copies to: <br />City Attorney <br />City of Santa Ana <br />20 Civic Center Plaza (M-29) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Fax 714-647-6515 <br />E! <br />