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promotion, termination or other employment related activities or any services provided under this <br /> Agreement. Consultant affirnns 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 /> 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 attachments hereto, the terms <br /> of 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 Consultant. The parties Agree that any <br /> terns or conditions of -my purchase order or other instrument that are inconsistent with, or in <br /> addition to,the terms and conditions hereof,shall not bind or obligate Consultant or the City. Each <br /> party to this Agreement acknowledges that no representations, inducements, promises or <br /> agreements, orally or otherwise,have been .made by any party, or anyone acting on behalf of any <br /> party, which is not embodied herein. <br /> 14. 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 <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 shall <br /> be 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 Consultants retained by City. <br /> 15. TERMINATION <br /> This Agreement may be terminated by the City upon thirty (30) clays 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 <br /> termination, subject to the following conditions: <br /> a. Asa condition of such payment, the; Executive Director may require Consultant tv <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 /> Consultant 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 /> perforâ–ºnance specified in the Recitals of this Agreement. <br /> ff2062323vl <br />