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Docusl� Envelope ID: 8DB22fEB-26C9-4AA8-92E8·033D22A87DE7
<br />nonpublic information. Confidential information includes not only written information, but also
<br />information transfe11·ed orally, visually, electronically, or by other means. Confidential
<br />information disclosed to either paiiy by any subsidiary and/or agent of the other paiiy is covered
<br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
<br />information that (a) has been disclosed in publicly available sourceii; (b) is, through no fault of the
<br />Consultant disclosed in a publicly available source; (c) is in rightful posseiision of the Consultant
<br />without aJJ obligation of confidentiality; ( d) is required to be disclosed by ope!'ation of law; or ( e)
<br />is independently developed by the Consulta11t without reference to information disclosed by the
<br />City.
<br />11. CONFLICT OF INTEREST CLAUSE
<br />Consultant covenants that it presently has no interests and shall not have intel'ei!ts, direct
<br />or indirect, which would conflict in any manner with performance of services specified under this
<br />Agreement.
<br />12. NON-DISCRIMINATION
<br />Co118ultant shall not discriminate because of race, color, creed, 1·e!igion, sex, marital status,
<br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military aJJd veteran status, age, national origin, anceiitry, or disability, as defined
<br />and prohibited by applicable law, in the recrui1ment, 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 aJJd shall comply with all
<br />applicable federal, state aJJd local laws and regulations.
<br />13. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Consultant, and supersedeii a11y aJJd 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 aJJd by an authorized representative of Consultant. TI1e parties agree that any
<br />terms or conditions of any purchase order or other instmment that are inconsistent with, or in
<br />addition to, the terms and conditions hereof, shall not bind or obligate Consultmrt or the City. Each
<br />party to this Agreement acknowledges that no representations, inducements, promises or
<br />agreements, orally 01· otherwise, have been made by any party, or anyone acting on behalf of any
<br />party, which is not embodied herein.
<br />14. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
<br />Consultant may not assign, transfer, delegate, or subcontract any interest herein without the p1ior
<br />written consent of the City aJJd aJJY such assignment, transfer, delegation or subcontract without
<br />the City's prior written consent shall be considered null aJJd 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
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