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12. Confidentiality: If Service Provider receives from the City information which due to the nature of such information is
<br /> reasonably understood to be confidential and/or proprietary,Service Provider agrees that it shall not use or disclose
<br /> such information except in the performance of this Agreement,and further agrees to exercise the same degree of care
<br /> it uses to protect its own information of like importance,but in no event less than reasonable care. "Confidential
<br /> Information"shall include all nonpublic information, Confidential information includes not only written information, but
<br /> also information transferred orally,visually,electronically,or by other means, Confidential information disclosed to
<br /> either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations
<br /> of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available
<br /> sources; (b)is,through no fault of the Service Provider disclosed in a publicly available source;(c)is in rightful
<br /> possession of the Service Provider without an obligation of confidentiality;(d)is required to be disclosed by operation
<br /> of law;or(e)is independently developed by the Service Provider without reference to information disclosed by the City.
<br /> 13. Conflict of Interest Clause:
<br /> a, Service Provider covenants that it presently has no interests and shall not have interests,direct or indirect, which
<br /> would conflict in any manner with performance of services specified under this Agreement.
<br /> b, No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including
<br /> appointed board and commission members, as defined under the City's Municipal Code, whose position with the
<br /> City shall award or influence the award of this Agreement,or any competing contract or amendment thereof,shall
<br /> be employed in any capacity by the Service Provider or have any other direct or indirect financial benefit or interest
<br /> in this Agreement.
<br /> c. The section also proNbits the awarding of any agreement,contract,grant, or any amendment to those awards,to
<br /> any former full-time employee for one-year from date of employee separation except for any CaIPERS retiree as
<br /> authorized by City Council resolution.
<br /> d, The Service Provider must comply with all conflict of interest laws, ordinances, and regulations now in effect or
<br /> hereafter to be enacted during the term of this Agreement.The Service Provider warrants that it is not now aware
<br /> of any facts which conflict with the prohibitions defined above. If the Service Provider hereafter becomes aware of
<br /> any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written
<br /> disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all
<br /> persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions
<br /> of this paragraph will be a material breach of this Agreement.
<br /> e, Service Provider covenants that none of its directors,officers,employees,or agents shall participate in selecting or
<br /> administrating any subcontract supported (in whole or in part)by City funds stemming from the Agreement where
<br /> the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual,as defined in
<br /> subsections(b)and(c)above.
<br /> 14. Non-Discrimination: Service Provider shall not discriminate because of race,color,creed,religion,sex,marital status,
<br /> sexual orientation,gender identity,gender expression,gender,medical conditions,genetic information,or military and
<br /> veteran status,age,national origin,ancestry,or disability,as defined and prohibited by applicable law,in the
<br /> recruitment,selection,teaching,training,utilization,promotion,termination or other employment related activities or
<br /> any services provided under this Agreement.Service Provider affirms that it is an equal opportunity employer and shall
<br /> comply with all applicable federal,state and local laws and regulations.
<br /> 15. Exclusivity and Amendment:This Agreement represents the complete and exclusive statement between the City and
<br /> Service Provider,and supersedes any and all other agreements,oral or written, between the parties. In the event of a
<br /> conflict between the terms of this Agreement and any attachments hereto,the terms of this Agreement shall prevail,
<br /> This Agreement may not be modified except by written instrument signed by the City and by an authorized
<br /> representative of Service Provider. The parties agree that any terms or conditions of any purchase order or other
<br /> instrument that are inconsistent with,or in addition to,the terms and conditions hereof,shall not bind or obligate
<br /> Service Provider or the City.Each party to this Agreement acknowledges that no representations,inducements,
<br /> promises or agreements,orally or otherwise,have been made by any party,or anyone acting on behalf of any party,
<br /> which is not embodied herein.
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