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DocuSign Envelope ID: 85AI5EAD-F9AE-4B80-8EE6-FBACB34C4780 <br />9. Subcontractors: Consultant shall require and verify that all subcontractors <br />maintain insurance meeting all the requirements stated herein, and Consultant shall <br />ensure that Entity is an additional insured on insurance required from <br />subcontractors. <br />10 Special Risks or Circumstances: Entity reserves the right to modify these <br />requirements, including limits, based on the nature of the risk, prior experience, <br />insurer, coverage, or other special circumstances. <br />6. NON-DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, <br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by <br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other <br />employment related activities. Consultant affirms that it is an equal opportunity employer and shall <br />comply with all applicable federal, state and local laws and regulations. <br />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 <br />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 <br />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 <br />addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. <br />Each party to this Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any <br />party, which is not embodied herein. <br />8. 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 <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 />9. 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 <br />termination, subject to the following conditions: <br />1. As a condition of such payment, the Executive Director of Finance and Management <br />Services may require Consultant to deliver to the City all work product(s) completed <br />Page 8 of 12 <br />