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<br /> in£ormaticn disclosed to either party by any subsidiary t ud/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 sourpas;(b)is,through no fruit of the
<br /> Consultant disclosed in a publicly available source; (a)is in riglriiitl possession of the Consultant
<br /> without an obit r lion of confidentiality;(d)is required to be disclosed by operation of law;or(e)
<br /> lP independently developed by the Consultant without reference to information disclosed by the
<br /> City.
<br /> 11.. CONF'LICT OF INTEREST CI,AC.ISpu
<br /> Consultant covenants that it presently hes 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 rave,color,arced,religion,sex,Marital status,
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<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.Consultant affirms thetrtt is an equal opportunity employer and shall comply with all
<br /> applicable federal,state and local laws and regulations.
<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 attachments hereto,the terms
<br /> of this Agreement shall,prevail. This Agreement may not be modified except by written instrument
<br /> signed by the City and by an authorized representative of Consultant, The parties agree that any
<br /> terms or conditions of any purchase order or other instrument that are inconsistent with, or in
<br /> additionto,the terms and conditions hereof,shall not bind or obligate Consultant or the City.Bach
<br /> party to this Agreement acknowledges that no representations, inducements, promises or
<br /> agreements.orally or otherwise,have been made by any party,or anyone acting on behalf of any
<br /> party,which is not embodied herein.
<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.
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