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EXHIBIT 1
<br />10. CONFIDENTIALITY
<br />It' Consultant receives lium the City infonnatiou which due to the nature Of such
<br />iutinmaticnt is reasonably understood to be contidcntial and/or proprietary, Consultant agrees that
<br />it shall not use or disclose such information except in the performance of this Agreement, and
<br />foLher agrees to exercise the same degree of care it uses to protect its own inRomation of' like
<br />importance, but in no event less than reasonable care_ "Confidential Infirrmation" shall include all
<br />nonpublic information. Confidential information includes not only written information, but also
<br />information transferred orally, visually, electronically, or by other means. Confidential
<br />information disclosed to either party by any subsidiary and/or agent of the other party is covered
<br />by this Agreement. The foregoing obligations ofnon-use and rrorrdisclosure shall not apply to Lilly
<br />information that (a) has been disclosed in publicly available sources; (b) is, drrough no fault Of the
<br />Consultant disclosed in a publicly available source; (c) is in riglttfiil possession of the Consultant
<br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (c)
<br />is independently developed by the Consultant without reference to information disclosed by the
<br />City.
<br />It. CONFLICT OF INTEREST CLAUSE
<br />Consultant covenants that it presently has no interests and shall not have interests, direct
<br />or indirect, wfiich would conllicl in any manner with perionnance of Services sped lied under this
<br />Agrcctacul.
<br />12. NON-DISCRIMINATION
<br />Consultant shall not disaiminatebecause of race, color, creed, religion, sex, marital stars,
<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. Consultant 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 />ofthis Agreement shall prevail_ this Agreement may not be modified except by written instrument
<br />signed by the City and by an authorized representative ol' Coruraetor. The parties agree that any
<br />terms ur conditions of any purchase order or other instumcnt that arc inconsistent with, or in
<br />addition to, the terms and conditions hG'cof, shall nut bind or Obligate Consultant Or the City. I[ach
<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 />patty, which is not embodied herein.
<br />City Council 15 — 8 7/�1 €0 -1of9
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