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EXHIBIT 2
<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 CAPERS 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 />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 is
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