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11. CONFLICT OF INTEREST CLAUSE <br />Consultant 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 under this <br />Agreement. <br />12. NON-DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, <br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic <br />information, or military and veteran status, age, national origin, ancestry, or disability, as defined <br />and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, <br />promotion, termination or other employment related activities or any services provided under this <br />Agreement. <br />13. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant, and supersedes any and all other agreements, oral or written, between the Parties. In <br />the event of a conflict between the terms of this Agreement and any exhibits or other attachments <br />hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by <br />written instrument signed by the City and by an authorized representative of Consultant. The <br />Parties agree that any terms or conditions of any purchase order or other instrument that are <br />inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate <br />Consultant or the City. Each party to this Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone <br />acting on behalf of any party, which is not embodied herein. This Agreement and all related <br />obligations and services hereunder are intended for the sole benefit of City and Consultant and are <br />not intended to create any third -party rights or benefits. <br />14. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, <br />Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the City and any such assignment, transfer, delegation or subcontract without <br />the City's prior written consent shall be considered null and void. Nothing in this Agreement shall <br />be construed to limit the City's ability to have any of the services which are the subject to this <br />Agreement performed by City personnel or by other consultants retained by City. <br />15. TERMINATION <br />This Agreement may be terminated by either party for default after five (5) days written <br />notice to the other if the other party has substantially failed to fulfill any of its obligations under <br />this Agreement after a thirty (30) day noticed cure period. CITY has and reserves the right to <br />terminate this Agreement at its convenience and without cause upon thirty (30) days written notice <br />Page 7 of 10 <br />