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A greenr ent-
<br />11. CONFIDENTIALITY
<br />IrConstillam receives hom the C'iiy informalion 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 fitrdtcr agrees to exercise the
<br />saute 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 />eleco-onically, or by other means- Confidential inronmation 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 inturrnation that (a) has been disclosed in publicly available sources;
<br />(b) is, through no fault of the Consultant disclosed in a publicly available source; (C) is in righthll
<br />possession or the Consultant wilhout an obligation or confidentialily, (d) is required to be disclosed by
<br />operation of law; or (c) is independently developed by the Consultant without reference to infonnatirnr
<br />disclosed by the City.
<br />12. CONFLICT OF INTEREST CLAUSE
<br />Consultant covenants that it presently has no imeresu and shall not have interests, direct or
<br />iuducct, "Lich would conlict in any manner with perlurmancc of sctviccs specified under this
<br />Agreement.
<br />13. NUN -DISCRIMINATION
<br />Cottsuhanl shall not discriminate because of race, color, creel, religion, sex, marital status, sexual
<br />orientation, gender identity, gender expression, gender, medical Conditions, genetic information, or
<br />military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law. in the recruitment, ,election, teaching, u-aininn, utilization, promotion, tennination or other
<br />employment related activities or ally services provided under this Agreement. Consultant affirms that it is
<br />art equal opportunity employer and shall comply with all applicable federal, state and local laws and
<br />rcgu l au o n s.
<br />14. FXCL11SIVITY AND AMFN1)MENT
<br />This 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 parries- To the event of n conflict
<br />between the teens of this Agreement and any m attachments hereto, the terms of this Agreement shall prevail.
<br />This Agreement tnay not be modified except by written instrument signed by the City and by an authorized
<br />represcntative ol'Consultant- The parties agree than any terms or conditions ol'any purchase order or other
<br />instrument that are inconsistent with, or in addition to, the terms and Conditions hereof, shall not bind or
<br />obligate Consultant or the City. Each party to Ibis Agreement acknowledges that no representations,
<br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting
<br />oil hchalf of any parry, which is not embodied herein -
<br />City Council ' "'_ : "18 — 9 4/20/2021
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