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11. 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 or <br />written, between the parties. In the event of a conflict between the terms of this Agreement and any <br />attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified <br />except by written instrument signed by the City and by an authorized representative of Contractor. <br />The parties agree that any terms or conditions of any purchase order or other instrument that are <br />inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate <br />Contractor nor the City. Each party to this Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone <br />acting on behalf of any party, which are not embodied herein. <br />12. 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 the <br />City's prior written consent shall be considered null and void. Nothing in this Agreement shall be <br />construed to limit the City's ability to have any of the services which are the subject to this Agreement <br />perfonned by City personnel or by other contractors retained by City. <br />13. TERMINATION <br />This Agreement may be terminated by the City upon three (3) 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 termhiation, <br />subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Contractor to deliver <br />to the City all work product completed as of such date, and in such case such work product shall be the <br />property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such <br />purposes as the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of performance <br />specified in the Recitals of this Agreement. <br />14. NON-DISCRIMINATION <br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, <br />sexual orientation, age, national origin, ancestry, or disability, as defined and. prohibited by applicable <br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment <br />related activities or in connection with any activities under this Agreement. Contractor affirms that it is <br />an equal opportunity employer and shall comply with all applicable federal, state and local laws and <br />regulations. <br />Page 5 of 7 <br />