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11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and ICMA, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of ICMA. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate ICMA nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of ICMA, ICMA may not assign, transfer, delegate, or subcontract any interest herein without the prior written 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 the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, ICMA shall be entitled to receive and the City shall pay ICMA compensation for all services performed by ICMA prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require ICMA to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited bylaw, and ICMA consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. DISCRIMINATION ICMA 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, selection, training, utilization, promotion, termination or other employment related activities. ICMA affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 25B-7