PROACTIVE CONSUILTING GROUP, LLC - 2017

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Consultant shall keep records and invoices in connection with the work to be perfon-ned under this Agreement. Consultant shall maintain complete and accurate records with respect to the casts incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minim Lim period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant udder this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such, records and any other doeuinents created pursuant to this Agree -nmit during regular business hours. Consultant shall allow inspection of all work, data., documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 9. C(]NFIDENTIALITY If Consultant receives frorn the City informatiora which due to the nature of such information is reasonably understood to be confidential and/or prof6-,tary, Consultant agrees that it shall not use or disclose such information except in. the performance of this Agreement, and further agrees to exercise the same degree of care it eases to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other nneans. Confidential intorniation disclosed to either party by =y subsidiary mid/or agent of the other party is covered by this Agreement. The foregoing, obligations of rion-use and nondi sclos Lire shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no firult of the Consultant disclosed in a publicly available source; (e) is in rightful possession of the Consultant an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to infonnati..on disclosed by the City. Oa CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services spe-eified under this Agreement. Any notice, tender, demand, delivery, or other cornmuni cation pursuant to this Agreement shall be in. writing and shall be deenied to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in. this Section, to the following persons. - TO City: Clerk: of the City Council Executive Director City of Santa Ana Public Works Agency U Civic: Center Plaza (M-30) City of Santa Aria P.O. Box 1988 20 Civic Center Plaza Santa Ana, CA 92702-1.988 Saaita Aria, CA. 92702 Fax 714- 647-6956 4