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Page 6 <br /> <br />information is reasonably understood to be confidential and/or proprietary, Consultant agrees that <br />it shall not use or disclose such information except in the performance of this Agreement, and <br />further agrees to exercise the same degree of care it uses to protect its own information of like <br />importance, but in no event less than reasonable care. “Confidential Information” shall include all <br />nonpublic information. Confidential information includes not only written information, but also <br />information transferred orally, visually, electronically, or by other means. Confidential <br />information disclosed to either party by any subsidiary and/or agent of the other party is covered <br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any <br />information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the <br />Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant <br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) <br />is independently developed by the Consultant without reference to information disclosed by the <br />City. <br />11.CONFLICT OF INTEREST CLAUSE <br />a.Consultant covenants that it presently has no interests and shall not have interests, <br />direct or indirect, which would conflict in any manner with performance of services <br />specified under this Agreement. <br />b.No immediate family members of either the Mayor, City Council Member, or any <br />appointed City Official, including appointed board and commission members, as <br />defined under the City’s Municipal Code, whose position with the City shall award or <br />influence the award of this Agreement, or any competing contract or amendment <br />thereof, shall be employed in any capacity by the Consultant or have any other direct <br />or indirect financial benefit or interest in this Agreement. <br />c.The section also prohibits the awarding of any agreement, contract, grant, or any <br />amendment to those awards, to any former full-time employee for one-year from date <br />of employee separation except for any CalPERS retiree as authorized by City Council <br />resolution <br />d.The Consultant must comply with all conflict of interest laws, ordinances, and <br />regulations now in effect or hereafter to be enacted during the term of this (Contract, <br />Agreement, or Grant). The Consultant warrants that it is not now aware of any facts <br />which conflict with the prohibitions defined above. If the Consultant hereafter becomes <br />aware of any facts that might reasonably be expected to create a conflict of interest, it <br />must immediately make full written disclosure of such facts to the City. Full written <br />disclosure must include, but is not limited to, identification of all persons implicated <br />and a complete description of all relevant circumstances. Failure to comply with the <br />provisions of this paragraph will be a material breach of this Agreement. <br />e.Consultant covenants that none of its directors, officers, employees, or agents shall <br />participate in selecting or administrating any subcontract supported (in whole or in part) <br />by City funds stemming from the Agreement where the awarding of the subcontract <br />has any direct or indirect financial benefit or interest to any individual, as defined in