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12. 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 />13. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, it
<br />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
<br />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
<br />Agreement performed by City personnel or by other Contractors retained by City.
<br />14. WAIVER
<br />No waiver of breach, failure of any condition, or any right or remedy contained in or
<br />granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
<br />the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
<br />remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
<br />similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
<br />15. TERMINATION
<br />This Agreement may be terminated by the City upon fifteen (15) 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 the effective date of termination.
<br />16. NON-DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, relation, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />employment related activities or in connection with any activities under this Agreement.
<br />Contractor affirms that it is an equal opportunity employer and shall comply with all applicable
<br />federal, state and local laws and regulations.
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