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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, direct <br /> or indirect, which would conflict in any manner with performance of services specified <br /> 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 defined <br /> under the City's Municipal Code, whose position with the City shall award or influence <br /> the award of this Agreement, or any competing contract or amendment thereof, shall be <br /> employed in any capacity by the Consultant or have any other direct or indirect financial <br /> 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 of <br /> 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 regulations <br /> now in effect or hereafter to be enacted during the term of this Agreement. The Consultant <br /> warrants that it is not now aware of any facts which conflict with the prohibitions defined <br /> above. If the Consultant hereafter becomes aware of any facts that might reasonably be <br /> expected to create a conflict of interest, it must immediately make full written disclosure <br /> of such facts to the City. Full written disclosure must include, but is not limited to, <br /> identification of all persons implicated and a complete description of all relevant <br /> circumstances. Failure to comply with the provisions of this paragraph will be a material <br /> 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 has <br /> any direct or indirect financial benefit or interest to any individual, as defined in <br /> Page 6 of 10 <br />