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Agreement. Consultant affirms that it is an equal opportunity employer and shall coinply witli all <br />applicable federal, state and local laws and regulations. <br />11,EXCLUSIVITY AND AMENDMENT <br />Tl'iis Agreeinent represents tlie complete and exclusive statement between tlie City and <br />Consultant, and supersedes any and all other agreements, oral or written, between tlie parties. In <br />the event of a conflict between the terms of this Agreemei'it and any attachments hereto, the teri'ns <br />of this Agreement sl'iall prevail. This Agreement may not be modified except by written ii'istrument <br />signed by tlie City and by an authorized representative of Consultant. The paities agree tliat any <br />terms or conditions of any purchase order or other instrument tliat are inconsistent wit)i, or in <br />addition to, t)ie terms and conditions liereof, shall not bind or obligate Consultant or tlie City. Each <br />party to t)'iis Agreeinent acknowledges tliat no representations, inducements, promises or <br />agreements, orally or otlierwise, have been made by any party, or anyone acting on belialf of any <br />party, wliich is not embodied herein. <br />12.ASSIGNMENT <br />Inasrmicli as this Agreement is intended to secure tlie specialized services of Consultant, <br />Consultant may not assign, transfer, delegate, or subcontract any interest herein witliobit tlie prior <br />written consent of tlie City and any sucli assigninent, transfer, delegatioi'i or subcontract without <br />tl'ie City's prior written consent shall be coi'isidered null and void. Notliing in t)iis Agreement shall <br />be construed to limit the City's ability to liave any of tl'ie services whicli are t)'ie subject to this <br />Agreement performed by City personnel or by otl'ier consultants retained by City. <br />13.TERMINATION <br />Tliis Agreement may be terininated by the City upon thiity (30) days written notice of <br />terininatioi'i. In sucli event, Consultant shall be entitled to receive aiid the City shall pay Consultant <br />compensation for al! services performed by Consultant prior to receipt of such notice of <br />termination, subject to tlie following conditions: <br />a.As a condition of sucli 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 <br />sucli 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 tlie City deeins <br />appropriate. <br />b.Payment need not be made for work wliich fails to meet tlie standard of <br />perforinance specified in tlie Recitals of t)iis Agreement. <br />14.WAIVER <br />No waiver of breacli, failure of ai'iy condition, or any right or remedy contained in or <br />graiqted by the provisioi'is of tliis Agreement sliall be effective unless it is in writing and signed by <br />the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or <br />remedy sliall be deemed a waiver of any otlier breach, failure, right or remedy, wlietlier or not <br />Page 6 of 9