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disclose such information except in the porformanco of this Agreement, and further agrees to exercise the
<br />same degree of care it uses to protect its own information of like importance, but in. no event less than
<br />reasonable cage. "Confidential Information" shall Include all nonpublic information. Confidential
<br />information includes not .only written information, but also information transferred orally, visually,
<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 Agmement, 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 referenoo to information
<br />disclosed by the City.
<br />11. CONFLICT OF IN'T)l REST CLAUSE
<br />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 speviflod under this
<br />Agreement.
<br />12. NON-DISCMMItNATION
<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 A.groent. Consultant affirms that it is
<br />an equal opportumity employer and shall comply with all applicable federal, state and local laws and
<br />.regulations.
<br />13. EXCLUSI('VITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Consultant,
<br />and supersedes any and all other agreements, oral or written, between the parties. In the event of'a conflict
<br />between the terms ofthis Agreement and any attachments hereto, the team 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 Consultant. 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
<br />obligate 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 acting
<br />on behalf of any party, which is not embodied herein.
<br />U 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 written
<br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior
<br />written consent shall be considered null and void. Nothing in this Agreement shall bo construed to litnit
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