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To Consultant: Holland & Knight LLP <br />800 17'h Street NW, Suite 1100 <br />Washington, D.C. 20006 <br />Fax <br />Attn: Eve O'Toole, Senior Policy Advisor <br />9. 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 the event <br />of a conflict between the terms of this Agreement and any attachments hereto, the terms of this <br />Agreement shall prevail. This Agreement may not be modified except by written instrument signed by <br />the City and by an authorized representative of Consultant. The parties agree that any terms or conditions <br />of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and <br />conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement <br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have <br />been made by any party, or anyone acting on behalf of any party, which are not embodied herein. <br />10. ASSIGNMENT <br />Consultant shall not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the City; provided, however, that claims for money due or to become due from City <br />under this Agreement may be assigned to a bank, trust company or other financial institution, or to a <br />trustee in bankruptcy, without such approval. Notice of such assignment or transfer shall be promptly <br />furnished to City. <br />11. TERMINATION <br />This Agreement may be terminated at any time by mutual agreement of the parties hereto or by <br />thirty (30) days written notice by either party to the other. <br />12. DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual <br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the <br />recruitment, selection, training, utilization, promotion, termination or other employment related activities. <br />Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, <br />state and local laws and regulations. <br /> <br />/// <br /> <br />3 <br />25A-7