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10. 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. <br />In 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 Consultant. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are <br />inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate <br />Consultant nor the City, Each party to this Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or <br />anyone acting on behalf of any party, which are not embodied herein. <br />11. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein <br />without the prior written consent of the City and any such assignment, transfer, delegation or <br />subcontract without the City's prior written consent shall be considered null and void. Nothing in <br />this Agreement shall be construed to limit the City's ability to have any of the services which are <br />the subject to this Agreement performed by City personnel or by other consultants retained by <br />City. <br />12. 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 <br />Consultant compensation for all services performed by Consultant prior to receipt of such notice of <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 completed as of such date, and in such case such work <br />product shall be the property of the City unless prohibited by law, and Consultant consents <br />to the City's use thereof for such purposes as the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br />13. DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, religion, sex (including <br />gender identity and gender expression), marital status, sexual orientation and genetic <br />characteristics (including genetic tests of the individual or the individual's family, and <br />manifestation of a disease or disorder in the individual's family members, age, national origin, <br />ancestry, or disability, as defined and prohibited by applicable law, in recruitment, selection, <br />training, utilization, promotion, termination or other employment related activities. Consultant <br />affirms that it is an equal opportunity employer and shall comply with all applicable federal, state <br />and local laws and regulations. <br />25A -12 <br />