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Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this
<br />Agreement for a period of three (3) years from the date of final payment to Consultant under this
<br />Agreement
<br />11. CON MINTL1LITY
<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 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 fruit of the Consultant disclosed in a publicly available source; (o) is in rightful,
<br />possession of the Consultant without an obligation of confidentiality, (d) is required to be disclosed by
<br />operation of law; or (e) is independently developed by the Consultant without reference to information
<br />disclosed by the City.
<br />12. 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 mercer with performance of services specified under this
<br />Agreement
<br />13. DISCREt,I1NATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities.
<br />Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal,
<br />state and local laws and regulations.
<br />14. EXCLUSIVITY AND AMENDMENT
<br />Ibis Agreement represents the complete and exclusive statement between the City and Consultant,
<br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict
<br />between the terms ofthis Agreement and any attachments hereto, the terms of this Agreement shall prevail.
<br />This Agreement maynot be modified except bywritten instrument signed by the City and by an authorized
<br />representative ofConsultant The parties agree that any terns or conditions of any purchase order or other
<br />instrnuuent that are inconsistent with, or in addition to, the tams and conditions hereof. shall not bind or
<br />obligate Consultant or the City. Each party to this Agreement acknowledges that nn representations,
<br />Inducements, promises or agreements, orally or otherwise, have been made by any patty, or anyone acting
<br />on behalf of any party, which is not embodied herein.
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