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(9)
<br /> CITY OF SANTA ANA
<br /> 10. 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, and further agrees to exercise
<br /> the same degree of care it uses to protect its own information 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 information transferred orally, visually,
<br /> electronically, or by other means. Confidential information disclosed to either party by any subsidiary
<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; (c) is in rightful
<br /> possession of the Consultant without an obligation 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 /> 11. 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 in any manner with performance of services specified under this Agreement.
<br /> 12. NON-DISCRIMINATION
<br /> Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br /> orientation, gender identity, gender expression, gender, medical conditions, genetic information, or
<br /> military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by
<br /> applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other
<br /> employment related activities or any services provided under this Agreement. Consultant affirms that it
<br /> is an equal opportunity employer and shall comply with all applicable federal, state and local laws and
<br /> 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 the
<br /> event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this
<br /> Agreement shall prevail. This Agreement may not be modified except by written instrument signed by
<br /> the City and by an authorized representative of Contractor. The parties agree that any terms or conditions
<br /> of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and
<br /> conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement
<br /> acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have
<br /> been made by any party, or anyone acting on behalf of any party, which is not embodied herein.
<br /> 14. ASSIGNMENT
<br /> Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
<br /> Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written
<br /> consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior
<br /> written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit
<br /> City of Santa Ana RFP No.25-040 Page 23 of 33
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