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minimumperiod of three (3) years, or for anylonger period required bylaw, from the date of final payment <br />to Contractor under this Agreement, All such records and invoices shall be clearly identifiable, Contractor <br />shall allow a representative of the City to examine, audit, and make transcripts or copies of such records <br />and any other documents created pursuant to this Agreement during regular business hours, Contractor <br />shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement <br />for a period of three (3) years from the date of final payment to Contractor under this Agreement, <br />12, CONI+IDENTIALITY <br />If Contractor receives fi•om the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and further agrees to exercise the <br />same degree of care it uses to protect its own information of like importance, but in no event less than <br />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 sources; <br />(b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful <br />possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation <br />of law; or (e) is independently developed by the Contractor without reference to information disclosed by <br />the City, <br />13. CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presentlyhas no interests and shall not have interests, direct or indirect, <br />which would conflict in any manner with the performance of services specified under this Agreement. <br />14. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be <br />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 provided <br />in this Section, to the following persons: <br />To City: Cleric 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 927024988 <br />Fax 714- 647 -6956 <br />With courtesy copies to: <br />Brad Hadley, Sergeant <br />UA SI Grant Coordinator <br />Homeland Security Division <br />Santa Ana Police Department <br />60 Civic Center Plaza <br />Santa Ana, CA 92701 <br />