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10. CONFIDENTIALITY
<br />It' Consultant receives lium the City inlbruration which due to the nature of such
<br />information is reasonably understood to be contidcntial and/or proprietary, Constllta[It agrees that
<br />it shall not use or disclose such information except in the performance of this Agreement, and
<br />further agrees to exercise the same degree of care it uses to protect its own information of like
<br />importance, but in no event less than reasonable care_ "Contieleniial information" shall includec all
<br />nonpublic information. Confidential information includes not only written infortnation, 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 andrrondisClnSnre shall not apply to any
<br />information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
<br />Consultant disclosed in a publicly available source; (c) is in righttul possessiou of the Consultant
<br />without an obligation of confidentiality; (d) is required to he disclosed by operation of law; or (c)
<br />I,, independently developed by [he Consultant without reference to information disclosed by the
<br />City.
<br />It. CONFLICT OF INTEREST CLAUSE
<br />Consultant cotenants that it presently has no interests and shall not have interests, direct
<br />or indirect, which would Cot Ill in any manner with perlbr7mance of services specified under this
<br />Agrccurcnl.
<br />12. NON-DISCRIMINATION
<br />Constlltant shall not discriminarcbecausc of race, color, creed, religion, sex, marital starts,
<br />sexual Orientation, gender idemity, gender expression, gender, medical conditions, genclie
<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, tennivatiou or other employment related activities or any services provided tinder this
<br />Agreement. Consultant aflirm4; that it is an equal opportunity employer and shall comply with all
<br />applicable tcderal, state and local laws and regulatiolls.
<br />13. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complctc. and exclusive slatcanent 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 conflia:t between the terms of this Agreement and any attachments hereto, the terms
<br />ofthis Agreement shall prevail_ Phis Agreement may not be modified except by written instrument
<br />signed by the City and by an authorized representative ol' Contractor. The parties agree that any
<br />terins of Conditions of any pnrchasc otdci- of othici insuLlinent that arc inconsiJtcnt with, of in
<br />addition to, the terms and conditions hereof, shall riot bind or obligate Consultant or the City. I[ach
<br />parry to [his 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 18 — 8 7/W €0 2-1 of 9
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