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Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the Successor Agency. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Successor Agency and any such assignment, transfer, delegation or subcontract without the Successor Agency's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the Successor Agency's ability to have any of the services which are the subject to this Agreement performed by Successor Agency personnel or by other consultants retained by Successor Agency. 15. TERMINATION This Agreement may be terminated by the Successor Agency upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the Successor Agency shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the City Manager or designee may require Consultant to deliver to the Successor Agency all work product(s) completed as of such date, and in such case such work product shall be the property of the Successor Agency unless prohibited by law, and Consultant consents to the Successor Agency's use thereof for such purposes as the Successor Agency deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further Page 6 of 9