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5 <br />412724v5 MJM BR270-24 <br />The Contractor agrees not to discriminate in providing Professional Services under this <br />Agreement on the basis of race, color, sex, creed, national origin, disability, age, sexual <br />orientation, status with regard to public assistance, or religion. Violation of any this section <br />may lead to immediate termination of this Agreement. <br />XVI. APPLICABLE LAW <br />The law of the State of Minnesota shall govern all interpretations of this Agreement, and <br />the appropriate venue and jurisdiction for any litigation which may arise under the <br />Agreement will be in and under those courts located within the State of Minnesota, <br />regardless of the place of business, residence or incorporation of the Contractor. <br />XVII. CANCELLATION <br />This Agreement may be terminated by either party at any time with or without cause, upon <br />thirty days written notice. In that case, City shall only pay on a pro rata basis for <br />Professional Services rendered in accordance with this Agreement prior to the termination <br />date. <br />XVIII.NOTICES <br />Any notice, approval, or demand authorized or required under this Agreement shall be in <br />writing and shall be sent by U.S. first class mail to the other party as follows: <br />To the Contractor: LEAST Services/Counseling LLC <br />Scott Marks MSW, LICSW <br />PO Box 1742 <br />Minnetonka, MN 55345 <br />To the City:ELK RIVER POLICE DEPARTMENT <br />13065 Orono Pkwy <br />Elk River, MN 55330 <br />XIX. CONFLICT OF INTEREST/CODE OF ETHICS <br />The Contractor shall use best efforts to meet all professional obligations to avoid conflicts <br />of interest and appearances of impropriety. In the event of a conflict, the Contractor, with <br />the consent of the City, shall arrange for suitable alternative representation. It is the intent <br />of the Contractor to refrain from handling matters for any other person or entity that may <br />pose a conflict of interest, or may not be in the best interests of the City. <br />The Contractor agrees that it will not represent any other party or other client which may <br />create a conflict of interest in its work with the City. If Contractor is unclear whether a <br />Page 45 of 211