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EXHIBIT 1 <br />information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the <br />Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant <br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) <br />is independently developed by the Consultant without reference to information disclosed by the <br />Authority. <br />11. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has 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 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. Consultant affirms that it is an equal opportunity employer and shall <br />comply with all applicable federal, state and local laws and regulations. <br />13. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the Authority <br />and Consultant, and supersedes any and all other agreements, oral or written, between the parties. <br />In the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the Authority and by an authorized representative of Consultant. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the <br />Authority. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf of any 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 Authority and any such assignment, transfer, delegation or subcontract <br />without the Authority's prior written consent shall be considered null and void. Nothing in this <br />Agreement shall be construed to limit the Authority's ability to have any of the services which are <br />the subject to this Agreement performed by Authority personnel or by other consultants retained <br />by Authority. <br />Page 5 of 8 <br />