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12. EXCLUSIVITY AND AMENDMENT
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<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 /> In the event federal and/or state funding becomes unavailable or substantially reduced,parties may
<br /> terminate the agreement upon 30 days' notice with satisfactory proof of unavailability and/or
<br /> reduction in funding.
<br /> 16. 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, training, utilization, promotion,
<br /> termination or other employment related activities or in connection with any activities under this
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