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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
<br /> instrument signed by the City and by an authorized representative of Consultant. The parties
<br /> agree that any terms or conditions of any purchase order or other instrument that are inconsistent
<br /> with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor
<br /> the City. Each party to this Agreement acknowledges that no representations, inducements,
<br /> promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
<br /> behalf of any 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 of 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 upon thirty (30) days written notice of
<br /> termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
<br /> compensation for all services performed by Consultant prior to receipt of such notice of termination,
<br /> subject to the following conditions:
<br /> a. As a condition of such payment, the Executive Director may require Consultant to deliver
<br /> to the City all work product completed as of such date, and in such case such work product shall be
<br /> the property of the City unless prohibited by law, and Consultant consents to the City's use thereof
<br /> for such purposes as the City deems 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 /> 14. DISCRIMINATION
<br /> Consultant shall not discriminate because of race, color, creed, religion, sex, marital
<br /> status, 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 /> 15. JURISDICTION -VENUE
<br /> This Agreement and all questions relating to its validity, interpretation, performance, and
<br /> enforcement shall be government and construed in accordance with the laws of the State of
<br /> California. This Agreement has been executed and delivered in the State of California and the
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<br /> validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
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