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<br /> and/or agent of the other party is covered by this Agreement. The foxogoing obligations of non�gse and
<br /> nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources;
<br /> (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful
<br /> possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by
<br /> operation of law; or (e) is independently developed by the Contractor without reference to information
<br /> disclosed by the City.
<br /> 12, CONFLICT OF INTEREST CLAUSE
<br /> Contractor covenants that it presently has no interests and shall not have interests,direct or indirect,
<br /> which would conflict in any manner with performance ofsorvices specified under this Agreement,
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<br /> 13, NON-DISCRIMINATION
<br /> Contractor shall not discriminate because of race,color,creed,religion,sex,marital status,sexual
<br /> orientation, gender identity, gender exprossian, 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,tcaching,training,utilization,promotion,tenninati.on ar other
<br /> employment related activities or any services,provided under this Agreement, Contractor affirrus that it
<br /> is an equal opporhmity ewpl6yer and shall comply with all applicable :federal, state and Iocal laws and
<br /> regulations.
<br /> 14. EXCI.,USIVITY AND AME N]IMENT i
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<br /> This Agreetnerrt represents-tbo complete and exclusive statement between the City and Contractor, �
<br /> and supersedes'any and all cftlaer agreements,oral or written,between the pn tios. JA the event of a conflict
<br /> between the terms ofthis Agreement and arty attachments hereto,the terms ofthis A.grcernent shall prevail, i
<br /> This Agreement may not be modified except by written insh umen.t signed by the City and by an authorized
<br /> repxesetrtatxve of Contractor. The parties agree that any tattoos or conditions of arty 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 Contractor or the City. Each party to this Agreement acictrowledges that no mpresontations,
<br /> injucements,promises Or agreements,orally or otherwise,have been made by any party,or atiyonc acting
<br /> on behalf of any party,which is not embodied hereitr.
<br /> :15. .ASSIGNMENT
<br /> Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
<br /> Contractor rimy not assign,transfer,delegate,or suboontraet any interest herein without the prior written
<br /> consent of the City and any such assignment,transfer, delegation or subcontract without the City's prior
<br /> written consent shall be considered mull 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 i
<br /> persorrxrel or by other contractors retained by City. j
<br /> 16. TERMINATION
<br /> This AAr eomont may be terminated by the City upon thirty(30)days written notice of telmination•
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