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sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br /> information, or military and veteran status, age,national origin,ancestry, or disability, as defined
<br /> and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
<br /> promotion,termination or other employment related activities or any services provided under this
<br /> Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all
<br /> applicable federal, state and local laws and regulations.
<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
<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,the terms and conditions hereof,shall not bind or obligate Consultant or the City.Each
<br /> 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 is not embodied 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
<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 /> 15. TERMINATION
<br /> This Agreement may be terminated by the City upon thirty (30) days written notice of
<br /> termination. In such event, to the extent required by law, Consultant shall be entitled to receive
<br /> and the City shall pay Consultant compensation for all services performed by Consultant
<br /> satisfactorily and in accordance with the scope of work contained in Exhibit A and all applicable
<br /> SAMC requirements prior to receipt of such notice of termination. Further,the Executive Director
<br /> may require Consultant to deliver to the City all work product(s) completed as of such date, and
<br /> in such case such 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 appropriate.
<br /> 16. WAIVER
<br /> No waiver of breach, failure of any condition, or any right or remedy contained in or
<br /> granted by the provisions of this Agreement shall 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 shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
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