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11. CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such information is
<br />reasonably understood, to be confidential and/or proprietary, Consultant agrees that it shall not use or
<br />disclose such information except in the performance of this Agreement, andfurther agrees to exercise the
<br />same degree of care it uses to I )roteQt its own, inforniation of like importance, but in no event less than
<br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
<br />information includes not only written information, but also inforniation transferredorally, visually,
<br />electronically, or by other means. Confidential information disclosed to either party by any subsid , lary
<br />and/or agent of the other Party is covered by this Agreement. The foregoing obligations of non-use and
<br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources;
<br />(b) Is, through no fault Of the Consultant disclosed in a publicly available source; (a) is in rightful
<br />possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by
<br />operation. of taw; or (e)> is independently developed by the Consultant without reference to information
<br />disclosed by the City.
<br />12. CONFLICT OF INTEREST CLAUSE
<br />Consultant covenants that it presently has no interests and shall not have interests, direct or
<br />indirect, which would conflict it, any mariner with performance of services specific d under this
<br />Agrcemcnf,
<br />13, DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital stains, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicablelaw, in the
<br />recruitment, selection, training, utilization, promotion, termination or other ornp1Qymejjt related.activilies,
<br />Consultant affirms thatit is an equal opportunity employer and shallcomply with allapplicable federal,
<br />state and local laws and regulations,
<br />14. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and consultant,
<br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict
<br />between the terms of this Agi-mront and any attachments hereto, the terms of this Agreement shall
<br />s Agreement may not be modified except by written instrument signed by the City and byan authorized
<br />Tlii� prevail.
<br />repirescritativeofConsullant. The partiosagree that any terms or conditions of any purchase order or other
<br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
<br />obligate Consultant or the City. Each party to this Agreement acknowledges that no ropreson tj
<br />inducements, promises or agreements, orally or otherwise, have been ma ta ons,
<br />on behalf of any party, which is not embodied herein, de by aay-party, or anyone acting
<br />15. ASSIGNMENT
<br />Inasmuch as this Agreement is iTnendodto secure the specialized services of Consultant,
<br />Consultant may not assign.. transfer, delegate, or subcontract any interest herein without the prior written
<br />1la-0 5 of's
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