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12. NON-DISCRIMINATION
<br /> Contractor shall not discriminate because of race,color,creed,religion,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, teaching, training, utilization,
<br /> promotion,termination or other employment related activities or any services provided under this
<br /> Agreement. Contractor 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 /> Contractor, 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 Contractor. The parties agree that any
<br /> terms or conditions of any purchase order or other instrument that are inconsistent with, or in
<br /> addition to,the terms and conditions hereof,shall not bind or obligate Contractor 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 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 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,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(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 /> 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
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