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of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in
<br />publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly
<br />available source; (c) is in rightful possession of the Consultant without an obligation of
<br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently
<br />developed by the Consultant without reference to information disclosed by the City.
<br />Consultant has been advised and is aware that this Agreement and all reports, documents,
<br />information and data, including, but not limited to, computer tapes, discs or files furnished or
<br />prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to
<br />City may be subject to public disclosure as required by the California Public Records Act
<br />(California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those
<br />documents or information that qualify as trade secrets, as that term is defined in the California
<br />Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The
<br />City will endeavor to maintain as confidential all information obtained by it that is designated as
<br />a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any
<br />trade secret including, without limitation, those records so marked if disclosure is deemed to be
<br />required by law or by order of the Court.
<br />11, CONFLICT OF INTEREST CLAUSE
<br />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 under this
<br />Agreement.
<br />12. NON-DISCRIMINATION
<br />Provider 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 />promotion, termination or other employment related activities or any services provided under this
<br />Agreement. Provider affirms that it is an equal opportunity employer and shall comply with all
<br />applicable federal, state and local laws and regulations.
<br />13. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Contractor, and supersedes any and all other agreements, oral or written, between the parties. In
<br />the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
<br />of this Agreement shall prevail. This Agreement may not be modified except by written instrument
<br />signed by the City and by an authorized representative of Contractor. The parties agree that any
<br />terms or conditions of any purchase order or other instrument that are inconsistent with, or in
<br />addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each
<br />party to this Agreement acknowledges that no representations, inducements, promises or
<br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
<br />party, which is not embodied herein.
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