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11. 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, that terms and conditions hereof, shall not bind or obligate Consultant nor 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 are not embodied herein. <br />12. 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 />13. TERMINATION <br />This Agreement may be terminated by the City or Consultant upon one -hundred and twenty <br />(120) days written notice of termination. In such event, Consultant shall be entitled to receive and <br />the City shall pay Consultant compensation for all services performed by Consultant prior to receipt <br />of such notice of termination, subject to the following conditions: <br />a. If City has requested custom forms/envelopes, City will purchase the remaining supplies <br />of requested forms/envelopes upon termination of the Agreement, or at the time City <br />requests a change in the design of the forms/envelopes. <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 which may reasonably be expected by City. <br />14. 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 <br />shall comply with all applicable federal, state and local laws and regulations. <br />Page 11 of 13 <br />