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applicable;Federal,state and local laws and regulations. 1.3. AXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusivo statement between the City and Consultant, and supersedes any and all other agreements,oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto,the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof,shall not bind or obligate Consultant or the City.Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise,have been made by any party, or anyone acting on behalf of any party,which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may:not assign,transfer, delegate,or subcontract any interest herein without the prior written Consent of the City and any such assignment, transfer, delegation ox subcontract without the City's prior written consent shall he considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 15. TERM1fNATION This Agreement may be terminated by the City upon, thirty (30) days written notice of termination, hi such event,Consultant shall be entitled to receive and the City shall pay Consultant y compensation fox all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment,the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date,and.in such case such work pxoduct shall be the property of the City unless 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 made for work which fails to meet the standard of performance specified in the Reeitals of this Agreement, 16. WAIVER No waiver of breach, fallure of any condition, or any .right or remedy container) In or granted by the provisions of this Agreement shall be effective unless it is in vriting and signed by the party waiving the breach,failure,right or remedy,No waiver of any breach,failure or right,or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar,nor shall any waiver constitute a continuing waiver unless the writing so specifies. Page b of 9 I