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13. 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 exhibits 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 or 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 />14. ASSIGNMENT
<br />a. Inasmuch as this Agreement is intended to secure the specialized services of
<br />CONSULTANT, CONSULTANT, except as provided in subsection (b.) hereunder, may not
<br />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
<br />the CITY's prior written consent shall be considered null and void.
<br />b. CITY acknowledges CONSULTANT may enter into subcontracting agreements for work
<br />contemplated under this Agreement. However, CONSULTANT shall first notify CITY prior to
<br />any subcontractor performing work under this Agreement. Any subcontractor shall be
<br />subject to the same terms and conditions as CONSULTANT. CONSULTANT shall be fully
<br />responsible for the performance and payments of any subcontractor's contract.
<br />c. Without the prior written consent of CITY, the agreement is not assignable by
<br />CONSULTANT either in whole or in part except that it may be assigned without such
<br />consent to a related entity, an affiliate or wholly owned subsidiary of CONSULTANT.
<br />15. TERMINATION
<br />This Agreement may be terminated by the CITY, in whole or in part, upon thirty (30) days written
<br />notice of termination. If such termination is effected, an equitable adjustment in the price provided for in
<br />this Agreement shall be made. Such adjustment shall provide for payment to the CONSULTANT for
<br />services rendered and expenses incurred prior to the effective date of termination plus any reasonable
<br />termination expenses incurred by CONSULTANT (including but not limited to cancellation or
<br />demobilization costs or fees). Upon receipt of termination notice CONSULTANT shall promptly
<br />discontinue services unless the notice directs otherwise. CONSULTANT shall deliver promptly to CITY
<br />and transfer title (if necessary) all completed project specific work, and project specific work in
<br />progress, including drafts, documents, plans, forms, data, products, graphics, computer programs and
<br />reports, and in such case such work product shall be the property of the CITY unless prohibited by law,
<br />and CONSULTANT consents to the CITY's use thereof for such purposes as the CITY deems
<br />appropriate. 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
<br />notice of termination; provided, however, that payment need not be made for work which fails to meet
<br />the standard of performance specified in the Recitals of this Agreement.
<br />16. 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 related
<br />activities. CONSULTANT affirms that it is an equal opportunity employer and shall comply with all
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