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Information between Consultant and any of its parent companies or subsidiaries. "Confidential <br /> Information" shall include all nonpublic information. Confidential information includes not only <br /> written information, but also information transferred orally, visually, electronically, or by other <br /> means. Confidential information disclosed to either party by any subsidiary and/or agent of the <br /> other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure <br /> shall not apply to any information that(a)has been disclosed in publicly available sources; (b) is, <br /> through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br /> possession of the Consultant without an obligation of confidentiality;(d)is required to be disclosed <br /> by operation of law; or (e) is independently developed by the Consultant without reference to <br /> information disclosed by the 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 Ca1PERS 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 Agreement. <br /> The Consultant warrants that it is not now aware of any facts which conflict with the <br /> prohibitions defined above. If the Consultant hereafter becomes aware of any facts that <br /> might reasonably be expected to create a conflict of interest,it must immediately make <br /> full written disclosure of such facts to the City. Full written disclosure must include, <br /> but is not limited to, identification of all persons implicated and a complete description <br /> of all relevant circumstances. Failure to comply with the provisions of this paragraph <br /> 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 <br /> subsections (b) and(c) above. <br /> Page 4 of 7 <br /> #2148967vl <br />