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Agreement. Consciltant affirms that it is an equal oppoitunity ei'nployer and shall con'iply witli all <br />applicable federal, state and local laws and regulations. <br />11.EXCLUSIVITY AND AMENDMENT <br />Tliis Agreement represents tlie complete and exclusive statement between tlie City and <br />Coi'isultant, and supersedes any and all other agreements, oral or written, between tlie paities. In <br />the event of a conflict between tl'ie teri'ns of t)iis Agreement and any attacl'iments hereto, tlie terms <br />oft)iisAgreei'nentsliallprevail. Tl'iisAgreeinentmaynotbeinodifiedexceptbywritteninstnu'nent <br />signed by tlie City and by an authorized representative of Consultant. The parties agree tliat any <br />terms or conditions of any purchase order or other instrument tliat are inconsistent wit)i, or in <br />addition to, the teri'ns and conditions hereof, shall not bind or obligate Consultant or tlie City. Each <br />paity to tliis Agreeinent acknowledges tliat no representatioiis, induceinents, promises or <br />agreements, orally or otherwise, have been made by any paity, or anyone acting on belialf of any <br />party, wl'iicl'i is not embodied herein. <br />12.ASSIGNMENT <br />Inasmucli as tliis Agreeinent is intended to secure tl'ie specialized services of Consultant, <br />Consultant may not assign, transfer, delegate, or subcontract any interest lierein withobit tlie prior <br />written consent of tlie City and any suc)i assignment, transfer, delegation or subcontract withorit <br />t)ie City's prior written consent shall be considered null and void. Nothing in tliis Agreement shall <br />be construed to limit the City's ability to liave any of tlie services w]iicli are tlie subject to this <br />Agreeineiit perforined by City personnel or by other consultants retained by City. <br />13.TERMINATION <br />Tliis Agreement may be terminated by the City upon thirty (30) days written notice of <br />teri'nination. In sucli event, Consultant sliall be entitled to receive and the City sliall pay Consultant <br />compensation for all services perfori'ned by Consultant prior to receipt of sucli notice of <br />termii'iation, subject to the following conditions: <br />a.As a condition of such payment, the Executive Director may reqriire Consultant to <br />deliver to the City all work product(s) coinpleted as of such date, and in such case <br />SLICII work product shall be tlie propeity of tlie City unless proliibited by law, and <br />Consultant consents to tlie City's use tliereof for such purposes as tlie City deems <br />appropriate. <br />b.Payment need not be made for work wliicli fails to meet tlie standard of <br />performance specified in the Recitals of this Agreement. <br />14.WAIVER <br />No waiver of breacli, failure of any condition, or any right or remedy contained in or <br />granted by tlie provisions of tliis Agreement sliall be effective unless it is in writing and signed by <br />the party waiving t)ie breaclt, failure, riglit or reinedy. No waiver of any breach, failure or riglit, or <br />remedy sliall be deemed a waiver of any otlier breach, failure, riglit or remedy, wlietlier or not <br />Page 6 of 9