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applicable federal, state and local laws and regulations. <br />13. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Vendor, 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 Vendor. 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 Vendor or the City. Each party to <br />this Agreement acknowledges that no representations, inducements, promises or agreements, <br />orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which <br />is not embodied herein. <br />14. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Vendor, <br />Vendor 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 />15. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, City shall be entitled to receive and Vendor shall pay all amounts due <br />and payable to City, subject to the following conditions: <br />a. Within thirty (30) days of receipt of the written notice of termination, Vendor shall <br />provide City with final compensation in accordance with the terms of this <br />Agreement. Such final compensation shall be accompanied by a final report which <br />includes all relevant records and invoices required by this Agreement. <br />b. City may require Vendor to deliver to the City all work product(s) completed as of <br />such date, and in such case such work product shall be the property of the City <br />unless prohibited by law, and Vendor consents to the City's use thereof for such <br />purposes as the City deems appropriate. <br />Within thirty (30) days receipt of written notice of termination, Vendor shall <br />remove all ads and restore all City facilities and equipment to its original condition. <br />Vendor shall bear responsibility for repair of any damage to City facilities and <br />equipment caused by Vendor. <br />16. WAIVER <br />Page 5 of 8 <br />