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EXHIBIT 1 <br />13., EXC,L.USIVI<TY AND AMENDMENT <br />This Agreement .represents the complete and exclusive statement between 1he Authority <br />and Consultant,,arad.supeisedes any and: all other agreements, oral. or written, between. the parties. <br />In the m, erit of a conflict between -the tcrrris of this Agreement and any attachments. hereto, the <br />terms. of this Agreement shall prevail: This Agreement may not be modif ed :except by written <br />instrument signed by the Authority and by an authorized representati� e of.Consultant. Th&parties <br />agree that any terms or conditions. of anypurchase -order or other. instrument that are inconsistent <br />with, or in addition to, the termg. and conditions.:hererif; shall.nat.liind or. obligate -Consultant or the <br />Authority. Each party to this Agreement :acknowledges that no representations, inducemcrits, <br />.promises or. agreements .orally or otherwise, have been made by any.party, or anyone acting-.ori <br />behalfof-a' 'patty, which is not eiribodied.:herein, <br />U. ASSIGNMENT <br />Inasmuch as. this Agreement is. intended to secure -the specialized services of C.onsultant,. <br />Consultant: may not assign, transfer, delegate; or siibeontlract any interest Herein without the prior <br />written consent -of the Authority and any such assignment, transfer, delegation or subcontraet <br />-Mthout the Authority's prior -written consent :slsall be considered null. -.and void,..Notbing in this <br />,A.greement shall be construed to limit.the Authority's ability to have any of the services which are <br />the. subject .to, this Agreement performed by Authority p.ar;sonnel or by ather consultants retained <br />by Authority: <br />15. TERMINATION <br />This Agreement.rnay be. terminated by the Authority upon. thirty (30) days written .notice <br />oftermination: In siich`e'vent; Carisultant-shAl be entitled to. .receivc.and the . Authority -shall pay <br />Consultant compensation-fbuall services performed by Consultant. prior to: receipt of such -notice <br />of termination, subject to the following conditions: <br />a. As a condition of such payment; the. Fxecuth c Director may require Consultant to <br />deliver to !be Authority all work product(g) completed as of such date, -and in such <br />case such work product shall be the property of the, Auttioxity unless Prohibited by <br />law, and Consultant consents. to the Authority `.s use thereof for such purposes as <br />=the Authority 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 />167 WAIVER <br />No. waiver of breach, failure of ariy -eoridition, or aiiy right: or remedy contained in or <br />granted byth.e provisions of this Agreementshall'be effective unless. it is -in. wrriiing -and si.gned.:by <br />the. party:waivixig 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, for shall. any waiver constitiite,-4'continuing waiver unless the writing so specifies.. <br />Page. 5 of S <br />4-7 <br />