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12. DISCRIMINATION <br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual <br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the <br />recruitment, selection, training, utilization, promotion, termination or other employment related activities. <br />Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, <br />state and local laws and regulations and as further specified in the certifications submitted in Contractor's <br />proposal and incorporated in this Agreement by reference. <br />13. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and Contractor, <br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict <br />between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. <br />This Agreement may not be modified except by written instrument signed by the City and by an authorized <br />representative of Contractor. The parties agree that any terms or conditions of any purchase order or other <br />instrument 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 representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting <br />on behalf of any 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 written <br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior <br />written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit <br />the City's ability to have any of the services which are the subject to this Agreement performed by City <br />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 termination. <br />In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for <br />all services performed by Contractor prior to receipt of such notice of termination, subject to the following <br />conditions: <br />a. As a condition of such payment, the Executive Director may require Contractor to deliver <br />to the City all work product(s) completed as of such date, and in such case such work <br />product shall be the property of the City unless prohibited by law, and Contractor consents <br />to the City's use thereof for such 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 />Page 5 of 7 <br />