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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 /> City. <br /> 12. 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. <br /> 13. NON-DISCRAVIINATION <br /> Consultant shall not discriminate because of race,color,creed,religion,sex,marital status, <br /> sexual orientation, gender identity, gender expression, gender, medical conditions, genetic <br /> information, or military and veteran status, age,national origin, ancestry, or disability, as defined <br /> and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, <br /> promotion,termination or other employment related activities or any services provided under this <br /> Agreement, Consultant affirms that it is an equal opportunity employer and shall comply with all <br /> 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 /> Consultant, 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 Consultant, 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 Consultant 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 Consultant, <br /> Consultant 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 personnel or by other consultants retained by City. <br /> 16. TERMINATION <br /> This Agreement may be terminated for any reason by the City upon thirty(30)days written <br /> notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay <br /> Consultant compensation for all services performed by Consultant prior to receipt of such notice <br /> 7 <br />