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information, or military and veteran status, age, national origin, ancestry, or disability, as defined <br /> and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, <br /> promotion,termination or other employment related activities or any services provided under this <br /> Agreement. NCSI affirms that it is an equal opportunity employer and. shall comply with all <br /> applicable federal, state and local laws and regulations. <br /> 13. EXCLUSIVITY AND AMENDMENT <br /> This Agreement represents the complete and exclusive statement between the City and <br /> NCSI, 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 <br /> this Agreement shall prevail. This Agreement may not be modified except by written instrument <br /> signed by the City and by an authorized representative of NCSI. The parties agree that any terms <br /> or conditions of any purchase order or other instrument that are inconsistent with, or in addition <br /> to,the terms and conditions hereof, shall not bind or obligate NCSI 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 is not <br /> embodied herein. <br /> 14. ASSIGNMENT <br /> Inasmuch as this Agreement is intended to secure the specialized services of NCSI,NCSI <br /> 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 <br /> prior written consent shall be considered null and void. Nothing in this Agreement shall be <br /> construed to limit the City's ability to have any of the services, which are the subject to this <br /> Agreement performed by City personnel or by other Contractors retained by City. <br /> 15. TERMINATION <br /> This Agreement may be terminated by the City upon thirty (30) days written notice of <br /> termination. In such event, NCSI shall be entitled to receive and the City shall pay NCSI <br /> compensation for all services performed by NCSI prior to receipt of such notice of termination, <br /> subject to the following conditions: <br /> a. As a condition of such payment, the Executive Director may require NCSI to <br /> deliver to the City all work product(s) completed as of such date, and in such case <br /> such work product shall be the property of the City unless prohibited by law, and <br /> NCSI consents to the City's use thereof for such purposes as the City deems <br /> 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 /> 16. WAIVED <br /> No waiver of breach, failure of any condition, or any right or remedy contained in or <br /> Page 7 of 11 <br /> #2040577vl <br />