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documents, proceedings, and activities related to this Agreement for a period of three (3) years <br /> from the date of final payment to Contractor under this Agreement. <br /> 11. CONFIDENTIALITY <br /> If Contractor receives from the City information which due to the nature of such <br /> information is reasonably understood to be confidential and/or proprietary, Contractor agrees that <br /> it shall not use or disclose such information except in the performance of this Agreement, and <br /> further agrees to exercise the same degree of care it uses to protect its own information of like <br /> importance,but in no event less than reasonable care. "Confidential Information"shall include all <br /> nonpublic information. Confidential information includes not only written information, but also <br /> information transferred orally, visually, electronically, or by other means. Confidential <br /> information disclosed to either party by any subsidiary and/or agent of the other party is covered <br /> by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any <br /> information that(a) has been disclosed in publicly available sources; (b)is, through no fault of the <br /> Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor <br /> without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) <br /> is independently developed by the Contractor without reference to information disclosed by the <br /> City. <br /> 12. CONFLICT OF INTEREST CLAUSE <br /> a. Contractor 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 <br /> under this Agreement. <br /> b. No immediate family members of either the Mayor, City Council Member, or any <br /> appointed City Official, including appointed board and commission members, as <br /> defined under the City's Municipal Code, whose position with the City shall award or <br /> influence the award of this Agreement, or any competing contract or amendment <br /> thereof, shall be employed in any capacity by the Contractor or have any other direct <br /> or indirect financial benefit or interest in this Agreement. <br /> c. The section also prohibits the awarding of any agreement, contract, grant, or any <br /> amendment to those awards, to any former full-time employee for one-year from date <br /> of employee separation except for any CaIPERS retiree as authorized by City Council <br /> resolution <br /> d. The Contractor must comply with all conflict of interest laws, ordinances, and <br /> regulations now in effect or hereafter to be enacted during the term of this (Contract, <br /> Agreement, or Grant). The Contractor warrants that it is not now aware of any facts <br /> which conflict with the prohibitions defined above. If the Contractor hereafter becomes <br /> aware of any facts that might reasonably be expected to create a conflict of interest, it <br /> must immediately make full written disclosure of such facts to the City. Full written <br /> disclosure must include, but is not limited to, identification of all persons implicated <br /> and a complete description of all relevant circumstances. Failure to comply with the <br /> Page 4 of 8 <br />