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10. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exciusive statement between the City and <br />Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral <br />or written, between the parties. In the event of conflict between the terms of this Agreement <br />and any attachments hereto, the terms of this Agreement shall prevail and will serve to fully <br />supersede existing Agreement. 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 carder or other instrument that are inconsistent <br />with, or in addition to, that terms or conditions hereof, shall not bind or obligate Consultant nor <br />the City. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or agreeimnts, orally or otherwise, have been made by any party, or anyone acting on <br />behalf of any parties, wich are not embodied herein. <br />1t.. 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 heroin without the prior <br />written 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. Nothing in this Agreement <br />shall be construed to limit the City's ability to have any of the services which are the subject to <br />this Agreement performed by City personnel or by other consultants retained by City. <br />12. TERMINATfON <br />This Agreement may be terminated by the City with thirty (30) clays written notice of <br />termination to the C01191.11tant. <br />a. As a condition of such payment, the City may require Consultant to deliver to the City <br />the entire work product completed as of such date, and in such case such work product shall be <br />the property of the City unless prohibited by .law, and Consultant consents to the City's use <br />thereof for such purposes as the City deers appropriate. <br />b. Payment need not be made for work that fails to meet the standard of performance <br />specified its the recitals of this Agreement. <br />13, NON DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, relation, sex, marital <br />status, sexual orientation., age, national origin, ancestry, or disability, as defined and prohibited <br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or <br />other employment related activities or any activities under this Agreement, Consultant affinhhs <br />that i[ is an equal opportunity employer and shall comply with all applicable federai, state and <br />locial laws and regulations. 3 <br />