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The Contractor warrants that it is not now aware of any facts which 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 /> fall written disclosure of such facts to the City. Full written disclosure must include,
<br /> but is not limited 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 /> e. 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(b)and (c) above. ,
<br /> 12. NON-DISCRIMINATION
<br /> Contractor shall not discriminate because of race, color,creed,religion,sex,marital status, s
<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. Contractor of u ns that it is an equal opportunity employer and shall comply with all
<br /> applicable federal, state and local laws and regulations.
<br /> 13. 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 /> of this.Agreement shall prevail. This Agreement may not be.modifced except by written instrument j
<br /> signed by the City and by an authorized representative of Contractor. 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 Contractor 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 /> 14. ASSIGNMENT
<br /> i
<br /> Inasmuch as this Agreement is intended to secure the specialized services of 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.
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