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in fo rm a tion is re ason ably un d ersto od to be confi d en tia l an d/o r pro pri etary , C onsult an t agr ees th a t
<br />it sh all not u se or d iscl ose such info rm atio n e x c ep t in th e p erform an ce of th is A gr eem ent, an d
<br />furth er agr ees to e xercise the s am e d egr ee of c are it uses to p ro tect its o w n in fo rm ation of like
<br />im po rt an ce, but in no ev en t les s than reason able care. "Co nfi d en tia l In fo rm ation" sha ll in cl u d e all
<br />n on pub lic in fo rm atio n. C onfi den tial in fo rm atio n incl udes no t only w ri tt en in fo rm atio n , but also
<br />in fo rm ation tr a n sfe rr ed orall y , v isua ll y, ele c tro ni cally , or b y oth er m eans . C onfiden tial
<br />in fo rm ati on d is cl o sed to eithe r part y by an y su b sid iary an d/or a gent o f th e other pa rty is covered
<br />b y this A gree m e nt. T he fo reg o in g oblig ati ons of n o n -u se an d no n d iscl o sure sh a ll not apply to an y
<br />in fo rm ation th a t (a ) h as been discl o sed in p u b licl y a v ailab le so u rces; (b ) is, throu gh no fa u lt of the
<br />C onsu ltan t discl ose d in a pub licl y a va ilable so u rc e; (c) is in ri g htfu l possession o f the C o nsu ltant
<br />w ith o u t an ob ligatio n of confi den tia lity ; ( d) is re q u ired to b e disc lose d by opera tion of law ; or ( e)
<br />is in d ep enden tly dev elo ped b y the C o n su ltant w ith out refe renc e to in fo rm ation disc lo sed b y th e
<br />C ity .
<br />12. 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 />13. NON-DISCRIMINATION
<br />Consultant shall not discriminate because ofrace, 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. Consultant affirms that it is an equal opportunity employer and shall comply with all
<br />applicable federal, state and local laws and regulations.
<br />14. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Consultant, 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 Consultant. 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.
<br />15. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
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<br />City Council 15 – 12 6/3/2025
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