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12. 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 applicable <br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment related <br />activities. CONSULTANT affirms that it is an equal opportunity employer and shall comply with all <br />applicable federal, state and local laws and regulations and as further specified in Certifications - Exhibit <br />C, attached hereto and incorporated in this Agreement by reference. <br />13. 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 the <br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this <br />Agreement shall prevail. This Agreement may not be modified except by written instrument signed by <br />the CITY and by an authorized representative of CONSULTANT. The parties agree that any terms or <br />conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms <br />and conditions hereof, shall not bind or obligate CONSULTANT or the CITY. Each party to this <br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or <br />otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied <br />herein. <br />14. 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 the <br />CITY's prior written consent shall be considered null and void. Nothing in this Agreement shall be <br />construed to limit the CITY's ability to have any of the services which are the subject to this Agreement <br />performed by CITY personnel or by other consultants retained by CITY. <br />15. 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 <br />CONSULTANT compensation for all services performed by CONSULTANT prior to receipt of such <br />notice of termination, subject to the following conditions: <br />a. As a condition of such 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 such <br />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 the CITY deems <br />appropriate. <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. <br />Page 5 of 8 <br />