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12. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City <br />and Consultant, and supersedes any and all other agreements, oral or written, between the <br />parties. In the event of a conflict between the terms of this Agreement acid any <br />attachments hereto, the terms of this Agreement shall prevail. This Agreement may not <br />be modified except by written instrument signed by the authorized representatives of the <br />parties. The parties agree that any terms or conditions of any purchase order or other <br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, <br />shall not bind or obligate Consultant or the City. Each party to this Agreement <br />acknowledges that no representations, inducements, promises or agreements, orally or <br />otherwise, have been made by any party, or anyone acting on behalf of any party, which <br />is not embodied herein, <br />13. 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 <br />herein without the prior written consent of the City and any such assignment, transfer, <br />delegation or subcontract without the City's prior written consent shall be considered null <br />and void. Nothing in this Agreement shall be construed to limit the City's ability to have <br />any of the services which tire the subject to this Agreement performed by City personnel <br />or by other consultants retained by City. <br />14. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written <br />notice of termination. In such event, Consultant shall be entitled to receive and the City <br />shall pay Consultant compensation for all services performed by Consultant prior to receipt <br />of such notice of 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 />15. NON - DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, religion, sex, <br />marital status, sexual orientation, age, national origin, ancestry, or disability, as defined <br />and prohibited by applicable law, in the recruitment, selection, training, utilization, <br />promotion, termination or other employment related activities or in connection with any <br />Page 6 of 8 <br />25G -38 <br />