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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 />a. 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 <br />Agreement. <br />b. No immediate family members of either the Mayor, City Council Member, or any appointed <br />City Official, including appointed board and commission members, as defined under the City's <br />Municipal Code, whose position with the City shall award or influence the award of this <br />Agreement, or any competing contract or amendment thereof, shall be employed in any <br />capacity by the Consultant or have any other direct or indirect financial benefit or interest in <br />this Agreement. <br />The section also prohibits the awarding of any agreement, contract, grant, or any amendment <br />to those awards, to any former full-time employee for one-year from date of employee <br />separation except for any Ca1PERS retiree as authorized by City Council resolution <br />d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now <br />in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants <br />that it is not now aware of any facts which conflict with the prohibitions defined above. If the <br />Consultant hereafter becomes aware of any facts that might reasonably be expected to create a <br />conflict of interest, it must immediately make full written disclosure of such facts to the City. <br />Full written disclosure must include, but is not limited to, identification of all persons <br />implicated and a complete description of all relevant circumstances. Failure to comply with <br />the provisions of this paragraph will be a material breach of this Agreement. <br />e. Consultant covenants that none of its directors, officers, employees, or agents shall participate <br />in selecting or administrating any subcontract supported (in whole or in part) by City funds <br />stemming from the Agreement where the awarding of the subcontract has any direct or indirect <br />financial benefit or interest to any individual, as defined in subsections (b) and (c) above. <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 />Page 4 of 8 <br />