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hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written
<br />instrument signed by the City and by an authorized representative of Consultant. The parties agree that any
<br />terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the
<br />terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement
<br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been
<br />made by any party, or anyone acting on behalf of any party, which are not embodied herein.
<br />15. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant
<br />may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the
<br />City and any such assignment, transfer, delegation or subcontract without the City's prior written consent
<br />shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to
<br />have any of the services which are the subject to this Agreement performed by City personnel or by other
<br />consultants retained by City.
<br />16. WAIVER
<br />No waiver of breach, failure of any condition, or any right or remedy contained in or
<br />granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party
<br />waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be
<br />deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver
<br />constitute a continuing waiver unless the writing so specifies.
<br />17. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
<br />compensation for all services performed by Consultant prior to receipt of such notice of termination, subject
<br />to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require Consultant to deliver to
<br />the City all work product completed as of such date, and in such case such work product shall
<br />be the property of the City unless prohibited by law, and Consultant consents to the City's use
<br />thereof for such purposes as the City deems appropriate.
<br />b. Payment need not be made for work which fails to meet the standard of performance specified
<br />in the Recitals of this Agreement.
<br />18. NON -]DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities or
<br />in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity
<br />employer and shall comply with all applicable federal, state and local laws and regulations.
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