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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. Auditor affirms that it is an equal opportunity employer and shall comply with all
<br />applicable federal, state and local laws and regulations.
<br />12. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Auditor, and supersedes any and all other agreements, oral or written, between the parties. In the
<br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of
<br />this Agreement shall prevail. This Agreement may not be modified except by written instrument
<br />signed by the City and by an authorized representative of Auditor. The parties agree that any terns
<br />or conditions of any purchase order or other instrument that are inconsistent with, or in addition
<br />to, the terms and conditions hereof, shall not bind or obligate Auditor or the City. Each party to
<br />this Agreement acknowledges that no representations, inducements, promises or agreements,
<br />orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which
<br />is not embodied herein.
<br />13. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Auditor,
<br />Auditor may not assign, transfer, delegate, or subcontract any interest herein without the prior
<br />written consent of the City and any such assigmnent, 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 consultants retained by City.
<br />14. TERMINATION
<br />If, at any time during the term of this Agreement, City determines that Auditor is not
<br />faithfully abiding by any term or condition contained herein, City may notify Auditor in writing
<br />of such defect or failure to perform; which notice must give Auditor a ten (10)-day notice of time
<br />thereafter in which to perform said work or cure the deficiency. If Auditor has not performed the
<br />work or cured the deficiency within the ten (10) days specified in the notice, such shall constitute
<br />a breach of this Agreement and City may terminate this Agreement immediately by written notice
<br />to the Auditor to said effect. Thereafter, neither party shall have any further duties, obligations,
<br />responsibilities or rights under this Agreement except, however, any and all obligations of
<br />Auditor's surety shall remain in full force and effect, and shall not be extinguished, reduced, or in
<br />any inanner waived by the termination hereof, In said event, Auditor shall be entitled to the
<br />reasonable value of its services performed from the beginning of the period in which the breach
<br />occurs up to the day it received City's Notice of Termination, less any offset from such payment
<br />representing the City's damages from such breach. City reserves the right to delay any such
<br />payment until completion or confirmed abandonment of the project, as may be determined in the
<br />City's sole discretion, so as to permit a full and complete accounting of costs. In no event, however,
<br />shall Auditor be entitled to receive in excess of the compensation quoted in its bid.
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