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10. RECORDS <br />Consultant shall keep records and invoices in connection with the work to be performed <br />under this Agreement. Consultant shall maintain complete and accurate records with respect to <br />the costs incurred under this Agreement and any services, expenditures, and disbursements <br />charged to the Cityfor a minimum period of three (3) years, or for any longer period required by <br />law, from the date of final payment to Consultant under this Agreement. All such records and <br />invoices shall be clearly identifiable. Consultant shall allow a representative of the City to <br />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 <br />all work, data, documents, proceedings, and activities related to this Agreement for a period of <br />three (3) years from the date of final payment to Consultant under this Agreement. <br />11. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Consultant agrees <br />that it shall not use or disclose such information except in the performance of this Agreement, <br />and further agrees to exercise the same degree of care it uses to protect its own information of <br />like importance, but in no event less than reasonable care. "Confidential Information" shall <br />include all nonpublic information. Confidential information includes not only written <br />information, but also information transferred orally, visually, electronically, or by other means. <br />Confidential information disclosed to either party by any subsidiary and/or agent of the other <br />party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall <br />not apply to any information that (a) has been disclosed in publicly available sources; (b) is, <br />through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br />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 <br />reference to information disclosed by the City. <br />12. CONFLICT OF INTEREST CLAUSE <br />a. In General. Consultant understands that its professional responsibility Is solely to <br />City. Consultant represents and warrants that it presently has no interest, and will <br />not acquire any direct or indirect interest, that would conflict with its performance <br />of this agreement. Consultant shall not employ or subcontract with a person having <br />such an interest in the performance of this agreement. <br />b. Subsequent Conflict of Interest. Consultant agrees that if an actual or potential <br />conflict of Interest on the part of Consultant is discovered after award, the <br />Consultant will make a full disclosure in writing to the City. This disclosure shall <br />include a description of actions, which the Consultant has taken or proposes to take, <br />after consultation with the City to avoid, mitigate, or neutralize the actual or <br />potential conflict. Within 45 days, the Consultant shall have taken all necessary steps <br />to avoid, mitigate, or neutralize the conflict of interest to the satisfaction of the City. <br />25A-12 <br />