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13. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant, and supersedes any and all other agreements, oral or written, between the Parties. In <br />the event of a conflict between the terms of this Agreement and any exhibits or other attachments <br />hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by <br />written instrument signed by the City and by an authorized representative of Consultant. The <br />Parties agree that any terms or conditions of any purchase order or other instrument that are <br />inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate <br />Consultant or the City. Each party to this Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone <br />acting on behalf of any party, which is not embodied herein. This Agreement and all related <br />obligations and services hereunder are intended for the sole benefit of City and Consultant and are <br />not intended to create any third -party rights or benefits. <br />14. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, <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 consultants retained by City. <br />15. TERMINATION <br />This Agreement may be terminated by either party for default after five (5) days written <br />notice to the other if the other party has substantially failed to fulfill any of its obligations under <br />---this Agreement -after -a thirty (30)-day noticed core period —CITY -has -and reserves the right Yo <br />terminate this Agreement at its convenience and without cause upon thirty (30) days written notice <br />to Consultant. In the event that the City should terminate this Agreement for its convenience, <br />Consultant shall be entitled to payment for services provided hereunder, as provided in Section 2, <br />Exhibit A, including for such services performed prior to the effective date of said termination, <br />including travel, accrued as of the date of the termination, which payment shall be per the terms <br />set forth in Section 2, Exhibit A, subject to the following conditions: <br />a. As a condition of such payment, the City may require Consultant to deliver to the <br />City all work product(s) completed as of such date, and in such case such work <br />product shall be the property of the City unless prohibited by law, and Consultant <br />consents to the City's use thereof for such purposes as the City deems appropriate. <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 />Page 5 of 8 <br />