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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 terns 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
<br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
<br />
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