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The Contractor warrants that it is not now aware of any facts wliich conflict with the <br />prohibitions defined above. If the Contractor hereafter becomes aware of any facts that <br />might reasonably be expected to create a conflict of interest, it must immediately make <br />full written disclosure of such facts to the City. Full written disclosure must include, <br />but is not lii'nited to, identification of all persons implicated and a complete description <br />of all relevant circumstances. Failure to comply with the provisions of this paragraph <br />will be a material breach of this Agreement. <br />g. Contractor covenants that none of its directors, officers, employees, or agents shall <br />participate in selecting or administrating any subcontract supported (in whole or in part) <br />by City funds stemming from the Agreement where the awarding of the subcontract <br />has any direct or indirect financial benefit or interest to any individual, as defined in <br />subsections (d) and (e) above. <br />14.NON-DISCRIMINATION <br />Contractor 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, teri'nination or other employment related activities or any services provided under this <br />Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all <br />applicable federal, state and local laws and regulations. <br />15.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 />ofthis Agreement shall prevail. 'lahis Agreement may not be modijied except by written instrument <br />signed by the City and by an authorized representative of Contractor. The parties agree that any <br />terms or con <br />addition to the terms and conditions hereo shall not bind or obli Contractor or the C . Each <br />party to this Agreement acknowledges that no representations, inducements, promises or <br />patty, which is not embodied herein. <br />f 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 personnel or by other Contractors retained by City. <br />Page 6 of 9