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OCFA, and supersedes any and all other agreements, oral or written, between the parties. In the <br /> event of a conflict between the terms of this Agreement and any attachments hereto, the terms of <br /> 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 OCFA. The parties agree that any terms <br /> or conditions of any purchase order or other instrument that are inconsistent with, or in. addition <br /> to, the terms and conditions hereof,shall not bind or obligate OCFA or the City. Each party to this <br /> 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 is not <br /> embodied herein. <br /> 12. .ASSIGNMENT <br /> Inasmuch as this Agreement is intended to secure the specialized services of OCFA,OCFA <br /> 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 <br /> prior written consent shall be considered null and void. Nothing in this Agreement shall be <br /> 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 /> 13. TERMINATION <br /> This Agreement may be terminated by the City upon thirty (30) days written notice of <br /> termination. In such event, OCFA shall be entitled to receive and the City shall pay OCFA <br /> compensation for all services performed by OCFA prior to receipt of such notice of termination, <br /> subject to the following conditions: <br /> a. As a condition of such payment, the Executive Director may require OCFA to <br /> deliver to the City all work product(s) completed as of such date, and in such case <br /> such work product shall be the property of the City unless prohibited by law, and <br /> OCFA consents to the City's use thereof for such purposes as the City deems <br /> 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 /> 14. WAIVER <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 patty 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 /> 15. JURISDICTION - VENUE <br /> This Agreement has been executed and delivered in the State of California and the validity, <br /> interpretation, performance, and enforcement of any of the clauses of this Agreement shall be <br /> Page 5 of 7 <br /> #2098312v2 <br /> i <br />