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fault of the Provider disclosed in a publicly available source; (c) is in rightful possession of the Provider
<br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is
<br />independently developed by the Provider without reference to information disclosed by the City.
<br />11. CONFLICT OF INTEREST CLAUSE
<br />Provider covenants that it presently has no interests and shall not have interests, direct or indirect,
<br />which would conflict in any manner with performance of services specified under this Agreement.
<br />12. NON-DISCRIMINATION
<br />Provider shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, gender identity, gender expression, gender, medical conditions, genetic information, or
<br />military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other
<br />employment related activities or any services provided under this Agreement. Provider affirms that it is
<br />an equal opportunity employer and shall comply with all applicable federal, state and local laws and
<br />regulations.
<br />13. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Contractor,
<br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict
<br />between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail.
<br />This Agreement may not be modified except by written instrument signed by the City and by an authorized
<br />representative of Contractor. The parties agree that any terms or conditions of any purchase order or other
<br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
<br />obligate Provider or the City. Each party to this Agreement acknowledges that no representations,
<br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting
<br />on 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 Contractor, Provider
<br />may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of
<br />the City and any such assignment, transfer, delegation or subcontract without the City's prior written
<br />consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's
<br />ability to have any of the services which are the subject to this Agreement performed by City personnel
<br />or by other Contractors retained by City.
<br />15. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination.
<br />In such event, Provider shall be entitled to receive and the City shall pay Provider compensation for all
<br />services performed by Provider prior to receipt of such notice of termination, subject to the following
<br />25B-7
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