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<br /> <br /> <br /> <br /> <br /> <br /> <br /> 9. EXCLUSIVITY AND AMENDMENT <br /> <br /> This Agreement represents the complete and exclusive statement between the City and <br /> Contractor, 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 <br /> terms 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 Contractor. 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 Contractor 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 /> 10. ASSIGNMENT <br /> <br /> Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br /> Contractor 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 <br /> shall be construed to limit the City's ability to have any of the services which are the subject to <br /> this Agreement performed by City personnel or by other consultants retained by City. <br /> 11. TERMINATION <br /> <br /> This Agreement may be terminated by the City upon thirty (30) days written notice of <br /> termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor <br /> compensation for all services performed by Contractor prior to receipt of such notice of termination, <br /> subject to the following conditions: <br /> <br /> a. As a condition of such payment, the Executive Director may require Contractor 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 Contractor consents to the City's use thereof <br /> for such purposes as the City deems appropriate. However, any use of unfinished work product <br /> shall be at City's sole risk. <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 /> <br /> 12. DISCRIMINATION <br /> <br /> Contractor 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 <br /> by applicable law, in the recruitment, selection, training, utilization, promotion, termination or <br /> other employment related activities. Contractor affirms that it is an equal opportunity employer <br /> and shall comply with all applicable federal, state and local laws and regulations. <br /> <br /> <br /> <br /> 4 <br />