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14. 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 except <br />by written instrument signed by the City and by an authorized representative of Contractor. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or <br />in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party <br />to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or <br />otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied <br />herein. <br />15. 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 that are the subject to this Agreement performed by City <br />personnel or by other Contractors retained by City. <br />16. WAIVER <br />No waiver of breach, failure of any condition, or any right or remedy contained in or granted by <br />the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving <br />the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed <br />a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver <br />constitute a continuing waiver unless the writing so specifies. <br />17. TERMINATION <br />This Agreement maybe 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 completed as of such date, and in such case such work product <br />shall be the property of the City unless prohibited by law, and Contractor consents to the <br />City's use thereof for such purposes as the City deems appropriate. <br />b. Payment need not be made for work that fails to meet the standard of performance specified <br />in the Recitals of this Agreement. <br />Page 7 of 9 <br />