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12. DISCRIMINATION
<br />CONSULTANT shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, gender identity, gender expression, military or veteran's
<br />status, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training,
<br />utilization, promotion, termination or other employment related activities. CONSULTANT affi nis that it
<br />is an equal opportunity employer and shall comply with all applicable federal, state and local laws and
<br />regulations.
<br />13. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the CITY and
<br />CONSULTANT, 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 this
<br />Agreement shall prevail. This Agreement may not be modified except by written instrument signed by
<br />the CITY and by an authorized representative of CONSULTANT. The parties agree that any terms or
<br />conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms
<br />and conditions hereof, shall not bind or obligate CONSULTANT or the CITY. Each party to this
<br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or
<br />otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied
<br />herein.
<br />14. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of CONSULTANT,
<br />CONSULTANT 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 the
<br />CITY's prior written consent shall be considered null and void. Nothing in this Agreement shall be
<br />construed to limit the CITY's ability to have any of the services, which are the subject to this Agreement
<br />performed by CITY personnel or by other consultants retained by CITY.
<br />15. 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
<br />CONSULTANT compensation for all services performed by CONSULTANT prior to receipt of such
<br />notice of termination, subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require CONSULTANT to
<br />deliver to the CITY all work product(s) completed as of such date, and in such case such
<br />work product shall be the property of the CITY unless prohibited by law, and
<br />CONSULTANT consents to the CITY's use thereof for such purposes as the CITY deems
<br />appropriate.
<br />b. Payment need not be made for work, which fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
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