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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />r T � <br />z �t� 12 <br />Ka`N 13 <br />Q Z-o-w <br />z3a 14 <br />U y o V <br />wpm <br />= a m 15 <br />Ow0m <br />N> <br />O <br />16 <br />L = > 0 <br />o M 17 <br />M <br />iE <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />27 <br />28 <br />parties acknowledge that a substantial inducement to City for entering this Agreement was <br />and is the professional reputation and competence of Contractor and Contractor's <br />employees. Contractor shall not assign its rights or delegate its duties under this <br />Agreement, or any interest in this Agreement, or any portion of it, without the prior approval <br />of City, except that Contractor may with the prior approval of the City Manager of City, <br />assign any moneys due or to become due Contractor under this Agreement. Any <br />attempted assignment or delegation shall be void, and any assignee or delegate shall <br />acquire no right or interest by reason of an attempted assignment or delegation. <br />Furthermore, Contractor shall not subcontract any portion of its performance without the <br />prior approval of the City Manager or designee, or substitute an approved sub -Contractor <br />or contractor without approval prior to the substitution. Nothing stated in this Section shall <br />prevent Contractor from employing as many employees as Contractor deems necessary <br />for performance of this Agreement. <br />7. CONFLICT OF INTEREST. Contractor, by executing this Agreement, <br />certifies that, at the time Contractor executes this Agreement and for its duration, <br />Contractor does not and will not perform services for any other client which would create a <br />conflict, whether monetary or otherwise, as between the interests of City and the interests <br />of that other client. And, Contractor shall obtain similar certifications from Contractor's <br />employees, sub -Contractors and contractors. <br />8. MATERIALS. Contractor shall furnish all labor and supervision, <br />supplies, materials, tools, machinery, equipment, appliances, transportation and services <br />necessary to or used in the performance of Contractor's obligations under this Agreement, <br />except as stated in Exhibit T". <br />9. OWNERSHIP OF DATA. All materials, information and data <br />prepared, developed or assembled by Contractor or furnished to Contractor in connection <br />with this Agreement, including but not limited to documents, estimates, calculations, <br />studies, maps, graphs, charts, computer disks, computer source documentation, samples, <br />models, reports, summaries, drawings, designs, notes, plans, information, material and <br />7 <br />ARW:bg A16-01543 <br />DApps\CtyLaw32\WPDocs\D014\P029\00646762.docx 25 —1 U <br />