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10. EXCLUSIVITY AND AMENDMENT This Agreemcnt rcprcsents thc complete and exclusive statement hetween the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a cont1iet hetwccn the terms or this Agreement and any attachments hereto, the tcrms or this Agreement shall prevaiL This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that arc inconsistent with, or in addition to, the tcrms and conditions hereof. shall not hind or ohligate Consultant nor thc City. Each party to this Agrcement acknowledges that no representations, inducements, promiscs or agreements, orally or otherwise, have been made by any party, or anyone acting on behalr or any party, which are not embodied herein, I I. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services or Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior \vritten consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit thc City's ability to havc any ofthc scrviccs which arc the subject to this Agrccment perl(mned hy City personnel or hy other consultants retained by City. 12. TERMINATION This Agreement may bc terminated by thc City upon thirty (30) days written notice of termination. In such event. Consultant shall he entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to nx:eipt UfSllCh nutice ul'tenninatiun, subject to the follO\ving conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as ofsueh dale, and in such case such vmrk product shall he the property of the City unless prohibited by law, and Consultant consents to the City's use thereof I(lr such purposes as lhe City deems appropriate. b. Payment need not be made for work which fails to meet the standard of pcrformance speci fied in the Reeitals of this Agrecmcnt. 13, mSCRIMINATlON Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selcction, training, utilization, promotion, termination or other employment related activities, Consultant affirms that it is an equal opportunily employer and shall comply with all applicable federal, stale and local laws and regulations, 5