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6 <br />13. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City and <br />Contractor, and supersedes any and all other agreements, oral or written, between the parties. In <br />the event of a co nflict between the terms of this Agreement and any attachments hereto, the terms <br />of this Agreement shall prevail. This Agreement may not be modified except by written instrument <br />signed by the City and by an authorized representative of Contractor. The parties agree that any <br />terms or conditions of any purchase order or other instrument that are inconsistent with, or in <br />addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each <br />party to this Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any <br />party, which is not embodied herein. <br /> <br />14. ASSIGNMENT <br /> <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the City and any such assignment, transfer, delegation or subcontract without <br />the City's prior written consent shall be considered null and void. Nothing in this Agreement shall <br />be 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 /> <br />15. TERMINATION <br /> <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant <br />compensation for all services performed by Consultant prior to receipt of such notice of <br />termination, subject to the following conditions: <br /> <br />a. As a condition of such payment, the Executive Director may require Consultant to <br />deliver to the City all work product (s) completed as of such date, and in such case <br />have a perpetual license to use the Documents & Data consistent with Section 5 of <br />this Agreement. <br /> <br />b. Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br /> <br />16. WAIVER <br /> <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 /> <br />