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<br />6 <br /> <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, trainin g, 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 /> <br />14. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the Authority <br />and Contractor, and supersedes any and all other agreements, oral or written, between the parties. <br />In the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the Authority and by an authorized representative of Contractor. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the <br />Authority. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf of any party, which is not embodied herein. <br /> <br />15. ASSIGNMENT <br /> <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 Authority and any such assignment, transfer, delegation or subcontract <br />without the Authority's prior written consent shall be considered null and void. Nothing in this <br />Agreement shall be construed to limit the Authority’s ability to have any of the services which are <br />the subject to this Agreement performed by Authority personnel or by other Contractors retained <br />by Authority. <br /> <br />16. TERMINATION <br /> <br />This Agreement may be terminated by the Authority upon thirty (30) days written notice <br />of termination. In such event, Contractor shall be entitled to receive and the Authority shall pay <br />Contractor compensation for all services performed by Contractor prior to receipt of such notice <br />of 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 Authority all work product(s) completed as of such date, and in such <br />case such work product shall be the property of the Authority unless prohibited by <br />law, and Contractor consents to the Authority's use thereof for such purposes as the <br />Authority deems 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 /> <br /> <br />EXHIBIT 1