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14. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Consultant
<br />regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the
<br />parties. In 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 signed
<br />by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions
<br />of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions
<br />hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no
<br />representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or
<br />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 granted by the
<br />provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the
<br />breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver
<br />of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a
<br />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 termination. In
<br />such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all
<br />services performed by Consultant prior to receipt of such notice of termination, subject to the following
<br />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
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