| by City funds stemming from the Agreement where the awarding of the subcontract
<br /> 					has any direct or indirect financial benefit or interest to any individual, as defined in
<br /> 					subsections (b)and (c)above.
<br />     			12.     NON-DISCRIMINATION
<br />     				Consultant shall not discriminate because of race,color,creed,religion, sex,marital status,
<br />   			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,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 or
<br />   			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 cast
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