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13. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive 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 a conflict between the terms of this Agreement and <br />any attachments hereto, the terms of this Agreement shall prevail and will serve to fully supersede <br />existing Agreement. This Agreement may not be modified except by written instrument signed <br />by the City and by an authorized representative of Consultant. The parties agree that any terms or <br />conditions of any purchase order or other instrument that are inconsistent with, or in addition to, <br />that terms or conditions hereof, shall not bind or obligate Consultant nor the City, Each party to <br />this Agreement acknowledges that no representations, inducements, promises or agreements, <br />orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which <br />are 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 with thirty (30) days written notice of <br />termination to the Consultant. <br />a. As a condition of such payment, the City may require Consultant to deliver to the City <br />all the work product completed as of such date, and in such case such work product <br />shall be the property of the City unless prohibited by law, and Consultant consents to <br />the City's use thereof for such purposes as the City deems appropriate. <br />b, Payment need not be made for work that fails to meet the standard of performance <br />specified in the Recitals of this Agreement. <br />16. NON DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, <br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by <br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other <br />employment related activities or any activities under this Agreement. Consultant affirms that it is <br />an equal opportunity employer and shall comply with all applicable federal, state and local laws <br />and regulations. <br />Page 5 of 8 <br />