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is independently developed by the Contractor without reference to information disclosed by the <br />City. <br />1.0. CONFLICT OF INTEREST CLAUSE <br />Contractor 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 specified under this <br />Agreement, <br />11. DISCRIMINATION <br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, <br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by <br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other <br />employment related activities. Contractor affirms that it is an equal opportunity employer and shall <br />comply with all applicable federal, state and local laws and regulations. <br />12, EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Contractor, 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 Contractor. 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 conditions hereof, shall not bind or obligate Contractor 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 />13. ASSIGNMENT <br />Contractor may not assign, transfer, delegate, or subcontract any interest herein without the <br />prior written consent of the City and any such assignment, transfer, delegation or subcontract <br />without the City's prior written consent shall be considered null and void. Nothing in this <br />Agreement shall be construed to limit the City's ability to have any of the services which are the <br />subject to this Agreement performed by City personnel or by other Contractors retained by City. <br />14. TERMINATION <br />This Agreement may be terminated by the City upon ten (10) days written notice of <br />termination. Thereafter, Contractor shall be responsible for all expenses incurred in retrieving all <br />of the equipment unless the City agrees to purchase the equipment prior to the termination of the <br />pilot testing phase. <br />Page 5of7 <br />