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foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has <br />been disclosed in publicly available sources; (b) is, through no fault of the Vendor disclosed in a <br />publicly available source; (c) is in rightful possession of the Vendor without an obligation of <br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently <br />developed by the Vendor without reference to information disclosed by the City. <br />11. CONFLICT OF INTEREST CLAUSE <br />a. Vendor 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 <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 Vendor or have any other direct or <br />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 Vendor 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 Vendor <br />warrants that it is not now aware of any facts which conflict with the prohibitions <br />defined above. If the Vendor hereafter becomes aware of any facts that might <br />reasonably be expected to create a conflict of interest, it must immediately mare full <br />written disclosure of such facts to the City. Full written disclosure must include, but is <br />not limited to, identification of all persons implicated and a complete description of all <br />relevant circumstances. Failure to comply with the provisions of paragraph will be <br />a material breach of this Agreement. <br />e. Vendor 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 />12. NON-DISCRIMINATION <br />Vendor shall not discriminate because of race, color, creed, religion, sex, marital status, <br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic <br />information, or military and veteran status, age, national origin, ancestry, or disability, as defined <br />and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, <br />Page 4 of 8 <br />