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The Consultant warrants that it is not now aware of any facts which conflict with the
<br />prohibitions defined above.If the Consultant hereafter becomes aware of any facts that
<br />might reasonably be expected to create a conflict of interest,it must immediately make
<br />full written disclosure of such facts to the City.Full written disclosure must include,
<br />but is not limited to,identification of all persons implicated and a complete description
<br />of all relevant circumstances.Failure to comply with the provisions of this paragraph
<br />will be a material breach of this Agreement.
<br />e.Consultant covenants that none of its directors,officers,employees,or agents shall
<br />participate in selecting or administrating any subcontract supported (in whole or in part)
<br />by City funds stemming from the Agreement where the awarding of the subcontract
<br />has any direct or indirect financial benefit or interest to any individual,as defined in
<br />subsections (b)and (c)above.
<br />12.NON-DISCRIMINATION
<br />Consultant shall not discriminate beeause 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 emplo5mient related aetivities or any services provided under this
<br />Agreement.Consultant affirms that it 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 />addition to,the terms and eonditions hereof,shall not bind or obligate Consultant or the City.Each
<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 />Inasmueh as this Agreement is intended to secure the specialized serviees 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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