FERGUSON GROUP, THE (2) -2011 - Laserfiche WebLink

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Santa Ana, CA 92702-1988 Telefacsimile 714-647-6954 To Consultant: The Ferguson Group, L.L.C. 1130 Connecticut Avenue, N. W., Suite 300 Washington, D.C. 20036 Telefacsimile 202-331-1598 9. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 10. ASSIGNMENT Consultant shall not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City; provided, however, that claims for money due or to become due from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Notice of such assignment or transfer shall be promptly furnished to City. 11. TERMINATION This Agreement may be terminated at any time by mutual agreement of the parties hereto or by thirty (30) days written notice by either party to the other. 12. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. /11