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<br />Failure to comply with this section shall constitute a material breach of this <br />Agreement. <br /> <br />11. Retention of Records. <br /> <br />Until the expiration of five years after the furnishing of any services <br />pursuant to this Agreement, Contractor shall make available to the Authority or any <br />party designated by the Authority, upon written request by Authority, this Agreement, <br />and such books, documents and records of Contractor (and any books, documents, <br />and records of any subcontractor(s)) that are necessary to certify the nature and <br />extent of the reasonable cost of services to Authority. <br /> <br />12. Conflict of Interest. <br /> <br />a. The Contractor warrants that, to the best of the Contractor's <br />knowledge and belief, there are no relevant facts or circumstances which could give <br />rise to a conflict of interest, or that the Contractor has already disclosed all such <br />relevant information. <br /> <br />b. The Contractor agrees that if an actual or potential conflict of <br />interest is discovered after award, the Contractor will make a full disclosure in writing <br />to the Authority. This disclosure shall include a description of actions which the <br />Contractor has taken or proposes to take, after consultation with the Authority to <br />avoid, mitigate, or neutralize the actual or potential conflict. Within 45 days, the <br />Contractor shall have taken all necessary steps to avoid, mitigate, or neutralize the <br />conflict of interest to the satisfaction of the Authority. <br /> <br />c. No officer, member or employee of Authority and no member of <br />the Authority governing body shall have any pecuniary interest, direct or indirect, in <br />this Agreement or the proceeds thereof. Neither Contractor nor any member of any <br />Contractor's family shall serve on any Authority board or committee or hold any such <br />position which either by rule, practice or action nominates, recommends, or <br />supervises Contractor's operations or authorizes funding to Contractor. <br /> <br />d. Failure to comply with this section shall constitute a material <br />breach of this Agreement. <br /> <br />13. Discrimination Prohibited. <br /> <br />Contractor assures that Contractor will comply with Title VII of the Civil <br />Rights Act of 1964 and that no person shall, on the grounds of race, creed, color, <br />disability, sex, sexual orientation, national origin, age, religion, Vietnam era veteran's <br />status, political affiliation, or any other non-merit factors be excluded from <br />participating in, be denied the benefits of, or be otherwise subjected to discrimination <br />under this Agreement. Failure to comply with this section shall constitute a material <br />breach of this Agreement. <br /> <br />[Revised - May 30,1997] <br />Contract dated 6/1/04 <br /> <br />Page 4 <br />