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terms or conditions of any purchase order or other instrument that arc inconsistent with, of in addition acro, the terms and conditions haereot shall not bind or obligate Consultant at the City. Each party to this Agreement as rso wledpgcs Haat no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf est" assay party, which is not embodied herein. [A, a 4SSpC;lcll+r'lEN-r Inasmuch as this Agement is intended to secure the sp tvial zed services of C;ousultartt, Consultant may not assahn, irarWier. do egatc, or subcontract any interest herein without the prior written consent of the City and any such assi�mmem, transfer, delegation or subcontract kvithout. the City's prior written consent nt shalt be considered null and voi& In cascq ofmerger or acquisition by an outside party, Consultant shall provide City with a latter or documentation evideneing the change its the succeeding pattylentity mune which City, absent invoking, the termination clause below, shall recognize nize toot, purposes of completion and compensation of services provided in furtherance of this Agreernent, Nothing in this Agreement shall be coartstrued to limit the City's ability to have- any of the services which are the subject to this Agreement performed by City prersormel or by other consultants retained by City. 15. TERMINATION 'This Agreement may be terroie_wated by the Cat.), upon tlsirty (50) clays written notice of termination. In such event, Consultant shalt be entitled to receive and Ilse City shall pay Consultant compter:sation for all seMces performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of said, paeynrcnt, die Executive Dita crow may require Consultant to deliver to that City all work product(s) completed as oft such hate, and in such case such work product shalt las° the property of the City awnless prohibited by law, and. Consultant consents to the City's use thereof" for such purposes as the City deems appropriate. b. Payment need not be nutdc for work which tails to meet the standard of performance specified in the Recitals of this Agreement, t No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreernent shall be effective unless itis in turning and signed by the party witiv oh, the breach, Wore, right or rented y. No naives of any breach, fa4ure or right, or rerrrc:dy shall be deemed a walver of any other breach, t:upare, right or ret iody. whother or not similar, nor shall any waiver constitute a continuing waiver runless the writing soy specifies;. 11 JURISDICTION -VENUE This t` greemcnt has been executed arad delivered in the Stateof f California and the Validity, int eepr tion, prerfhanaance„ and cstfnrcerncut of any of theclauses of this Agreement shall be