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14. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Contractor 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. This Agreement may not be
<br />modified except by written instrument signed by the City and by an authorized representative of
<br />Contractor. The parties agree that any terms or conditions of any purchase order or other instrument
<br />that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
<br />obligate Contractor or the City. Each party to this Agreement acknowledges that no
<br />representations, inducements, promises or agreements, orally or otherwise, have been made by any
<br />party, or anyone acting on behalf of any party, which are not embodied herein.
<br />15. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
<br />Contractor 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 or contractors retained by City.
<br />16. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
<br />compensation for all services performed by Contractor prior to receipt of such notice of
<br />termination, subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require Contractor to
<br />deliver to the City all work product 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 />Contractor 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 />17. NON-DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, relation, sex, marital status,
<br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military and veteran status, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion,
<br />termination or other employment related activities or in connection with any activities under this
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