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regulations. <br /> 14. EXCLUSIVITY AND AMENDMENT <br /> This Agreement represents the complete and exclusive statement between the City and Contractor, <br /> and supersedes any and all other agreements, oral or written,between the parties. In the event of a conflict <br /> between the terms of this Agreement and any attachments hereto,the terms of this Agreement shall prevail. <br /> This Agreement may not be modified except by written instrument signed by the City and by an authorized <br /> representative of Contractor. The parties agree that any terms or conditions of any purchase order or other <br /> instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or <br /> obligate Contractor 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 acting <br /> on behalf of any party, which is not embodied 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 which are the subject to this Agreement performed by City <br /> personnel or by other contractors retained by City. <br /> 16. TERMINATION <br /> This Agreement may be 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(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 Contractor consents <br /> 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 performance <br /> specified in the Recitals of this Agreement. <br /> 17. 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 /> 18. JURISDICTION-VENUE <br />