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and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not
<br />be modified except by written instrument signed by the City and by an authorized representative
<br />of Contractor. The parties agree that any terms or conditions of any purchase order or other
<br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
<br />bind or obligate Contractor or the City, Each party to this Agreement acknowledges that no
<br />representations, inducements, promises or agreements, orally or otherwise, have been made by
<br />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 Contractor,
<br />Contractor 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
<br />shall be construed to limit the City's ability to have any of the services that are the subject to this
<br />Agreement performed by City personnel or by other 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
<br />by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or
<br />right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether
<br />or not similar, nor shall any waiver 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, Contractor shall be entitled to receive and the City shall pay
<br />Contractor compensation for all services performed by Contractor prior to receipt of such notice
<br />of termination, subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require Contractor to
<br />deliver to the City all work product completed as of such date, and in such case
<br />such work product shall be the property of the City unless prohibited by law, and
<br />Contractor 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 that fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
<br />18. NON-DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military and veteran status, age, national origin, ancestry, or disability, as defined
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