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12. 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 <br />event 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 <br />conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the <br />terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this <br />Agreement 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 are not <br />embodied herein. <br />13. 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 written <br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior <br />written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit <br />the City's ability to have any of the services which are the subject to this Agreement performed by City <br />personnel or by other consultants retained by City. <br />14. 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, subject <br />to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Consultant to deliver to the <br />City all work product completed as of such date, and in such case such work product shall be the <br />property of the City unless prohibited by law, and Consultant consents to the City's use thereof for <br />such purposes as the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of performance specified in <br />the Recitals of this Agreement. <br />15. DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, <br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable <br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment <br />related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all <br />applicable federal, state and local laws and regulations. <br />251 -36 <br />