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12. 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 />13. NONDISCRIMINATION <br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited <br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or <br />other employment related activities. Contractor affirms that it is an equal opportunity employer <br />and shall comply with all applicable federal, state and local laws and regulations. <br />14. 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 />15. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />Contractor 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 persomiel or by other contractors retained by City. Notwithstanding <br />the foregoing, Contractor may collaterally assign this Agreement to any entity providing debt or <br />equity financing in conjunction with such financing. <br />16. TERMINATION <br />Either party may terminate this Agreement for convenience and without cause upon thirty <br />(30) days written notice of termination. In such event, Contractor shall be entitled to receive and <br />the City shall pay Contractor compensation for all services performed by Contractor prior to <br />receipt of such notice of termination, subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Contractor to <br />deliver to the City all work product(s) completed as of such date, and in such case <br />Page 7 of 10 <br />