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information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available <br />sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in <br />rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the Consultant without reference to <br />information disclosed by the City. <br />12. CONFLICT OF INTEREST CLAUSE <br />Consultant 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. Conflict may be further <br />specified in Certifications - Exhibit C, attached hereto and orated in this Agreement by <br />reference. �v <br />13. DISCRIMINATION <br />Consultant shall not discriminate because of r, <br />sexual orientation, age, national origin, ancestry, or. �14 <br />law, in the recruitment, selection, training, utilization, <br />related activities. Consultant affirms that it is a ual <br />applicable federal, state and local laws and r <br />Exhibit C, attached hereto and incorporated in tbh <br />14. EXCLUSIVITY AND <br />creedlWligion, sex, marital status, <br />defined and prohibited by applicable <br />)n, termination or other employment <br />y employer and shall comply with all <br />further specified in Certifications - <br />reference. <br />This Agreement represents in and exclusive statement between the City and <br />Consultant, and supersedes Z04 er agreements, oral or written, between the parties. In the <br />fr <br />v 0 <br />event of a conflict betwe e te f Ag;reement and any attachments hereto, the terms of this <br />1 0' <br />Agreement shall prevai . is Agree nt may not be modified except by written instrument signed by <br />the City and by an auth d repr :ntative of Consultant. The parties agree that any ternis or <br />conditions of any purchase o ther instrument that are inconsistent with, or in addition to, the <br />1 r of, ot <br />terms and conditions here f, )snot bind or obligate Consultant or the City. Each party to this <br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or <br />otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied <br />herein. <br />15. 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 written <br />consent of the City and any such assigninent, transfer, delegation or subcontract without the City's prior <br />written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit <br />the City's ability to have any of the services which are the subject to this Agreement performed by City <br />personnel or by other consultants retained by City. <br />Page 5 of 8 <br />