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13. EXCLUSIVITY AND AMENDMENT <br /> This Agreement represents the complete and exclusive statement between the City and <br /> Consultant, and supersedes any and all other agreements, oral or written,between the parties. In <br /> the event of a conflict between the terms of this Agreement and any attachments hereto, the terms <br /> of 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 Consultant. The parties agree that any <br /> terms or conditions of any purchase order or other instrument that are inconsistent with, or in <br /> addition to,the terms and conditions hereof,shall not bind or obligate Consultant or the City,Each <br /> party to this Agreement acknowledges that no representations, inducements, promises or <br /> agreements,orally or otherwise, have been made by any party, or anyone acting on behalf of any <br /> party,which is not embodied herein. <br /> 14. ASSIGNMENT <br /> Inasmuch as this Agreement is intended to secure the specialized services of Consultant, <br /> Consultant 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 consultants 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,Consultant shall be entitled to receive and the City shall pay Consultant <br /> compensation for all services performed by Consultant prior to receipt of such notice of <br /> termination,subject to the following conditions: <br /> a. As a condition of such payment, the Executive Director may require Consultant 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 /> Consultant 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 /> 16. 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 party 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 /> Page 5 of 7 <br />