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disclose such information except in the performance of this Agreement, and further agrees to exercise the
<br />same degree of care it uses to protect its own infonnaLion oflike importance, but in no event less than
<br />rca�unablc care. "Conlidattial lnlormatiun" shall include all nonpublic inforluatiun. Colll'idcntial
<br />intormation includes not only written intornratiun, but also information transferred orally, visually,
<br />electronically, or by other means. Conlidenlial infornralion disclosed to either party by ;try subsidiary
<br />and/or anent of the other party is covered by this Agreement. The foregoing obligations of nun -use and
<br />noodisclostu-c shall not apply to any information that (a) has bean disclosed in publicly available sources;
<br />(b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightrtil
<br />possession of the Consultant without an oblieation of confidentiality; (d) is required to be disclosed by
<br />operation of law; or (e) is independently developed by the Consultant without reference to information
<br />disclosed by the City.
<br />12. CONFLICT OF INTEREST CLAUSE
<br />Consttllanl covenants Thal it presently has no interests and shall not have irueresls, direct or
<br />indirect, which would conflict in any manner with perfimnanec of services specified undo- this
<br />Agreement.
<br />13. NON-DISCRIMINATION
<br />Cunsultanl shall nut cbscrintivate because of race, color, creed, religion, sex, marital status, sexual
<br />oricauatiun, gender- identity, gatda- expression, gender, medical wnditiurs, garetic informatiun, or
<br />military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the rec uilnnenl, selection, leaching, lraining, utilization, promotion, tenminalion orother
<br />employment related activities or any services provided tinder this Agreement. Cnnstrltatu affirms that it is
<br />an equal opportunity employer and shall comply with all applicable federal, state and local laws and
<br />regulations.
<br />14. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive stlterrtem between the City and Consultant,
<br />and supersedes any itd all other agrcanents, oral or written, between the parties. In the event ofa contliet
<br />between the tcrnrs ofthis Agreement and anyattachnrents hereto, the tcrnrs otthis A��recmcnt shall prevail.
<br />This Agreement may not be modified except by wriI[en instrument signed by the Cily and by an authorized
<br />represauative ofC'onsul[anL. The parties agree that any Loins or conditions of any purchase order Or olha-
<br />ins[rvrncn[ that are inconsistent with, or in addition to, the tarns and conditions hereof; shall not binI or
<br />obligate Consultant or the City. Each party to this Agreement acknowledges that no representations,
<br />inducenrenrs, promises or agreements, orally or otherwise, have been made by any parry, or anyone acting
<br />on behalf of any party, which is not embodied herein.
<br />15. ASSIGNMENT
<br />Inasmuch as this Agreement k intended to secure the specialized services of Consullanl,
<br />C 'Olrstl LanL may not assign, transfer, delegate, or subcontract any interest herein without the prior written
<br />conscnt of the City and any such assignment, transfer, delegation or subcontract without [hc City's prior
<br />written conscnt shall be considered null and void. Nothing in this Agreement shall be construed io limit
<br />City Council . `''v : -'1,6 — 9 5/18/2021
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