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and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and
<br />nondisclosure shall not apply to any information tbat (a) has been disclosed in publicly available sources;
<br />(b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful
<br />possession of the Contractor without an obligatioxi of confidentiality; (d) is required to be disclosed by
<br />operation of law; or (e) is independently developed by tlie Contractor without reference to information
<br />disclosed by the City.
<br />12.CONFLICT OF INTEREST CLAUSE
<br />Contractor covenaxits tliat it presentlyhas no interests and shall not liave interests, direct or indirect,
<br />which would conflict in any manner with performance of services specified under this Agreement.
<br />13.NON-DISCRIMINATION
<br />Contractor shall not discriminate becarise of race, color, creed, religion, sex, i'narital status, sexual
<br />orientation, gender identity, gender expression, gender, medical conditions, genetic information, or
<br />militaiy and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in tlie reciuitment, selection, teaching, training, utilization, promotion, termination or other
<br />employment related activities or any services provided under this Agreement. Contractor affirms that it
<br />is an eqt'ial opportunity employer and shall comply with all applicable federal, state and local laws and
<br />regulations.
<br />24.EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between tlie City and Contractor,
<br />andsupersedesanyandallotheragreements,oralorwritten,betweenthepaities. Intheeventofaconflict
<br />between the teims ofthis Agreement and any attachments hereto, the terms ofthis Agreement shall prevail.
<br />This Agreement maynot be modified except bywritten inshument signed by tl'ie City and by an authorized
<br />representative of Contractor. The paities agree that any terins or conditions of any purcliase order or other
<br />instrument that are inconsistent witli, or in addition to, the terms and conditions hereof, shall not bind or
<br />obligate Contactor or the City. Each party to this Agreement acla'iowledges that no represetttations,
<br />inducements, protnises or agreements, orally or otherwise, have been made by any party, or anyone acting
<br />on behalf of any liaity, which is not emliodied herein.
<br />15.ASSIGNMENT
<br />Inasmucli as this Agreement is intended to secure the specialized services of Contractor,
<br />Contractor 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. Notliing in this Agreement shall lre construed to limit
<br />the City's ability to have any of the services which are the subject to this Agreement performed by City
<br />personnel or by other contractors retained by City.
<br />16.TERMINATION
<br />This Agreemenl may be terminated by the Cityupon thirty (30) days written notice of teimination.
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<br />City Council 20 – 196 4/15/2025
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