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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.
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