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17. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral <br />or written, between the parties. In the event of a conflict between the terms of this Agreement and <br />any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be <br />modified except by written instrument signed by the City and by an authorized representative of <br />Consultant. The parties agree that any terms or conditions of any purchase order or other <br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not <br />bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by any <br />party, or anyone acting on behalf of any party, which are not embodied herein. <br />18. SUBCONTRACTING <br />a, Nothing contained in this Agreement or otherwise, shall create any contractual <br />relation between City and any subconsultant(s), and no subcontract shall relieve <br />Consultant of its responsibilities and obligations hereunder. Consultant agrees to <br />be as fully responsible to City for the acts and omissions of its subconsultant(s) and <br />of persons either directly or indirectly employed by any of them as it is for the acts <br />and omissions of persons directly employed by Consultant. Consultant's obligation <br />to pay its subconsultant(s) is an independent obligation from City's obligation to <br />make payments to the Consultant. <br />b. Consultant shall perform the work contemplated with resources available within its <br />own organization and no portion of the work pertinent to this Agreement shall be <br />subcontracted without written authorization by City, except that which is expressly <br />identified in the approved Cost Proposal. <br />Consultant shall pay its subconsultants within ten (10) calendar days from receipt <br />of each payment made to Consultant by City. <br />d. All subcontracts entered into as a result of this Agreement shall contain all the <br />provisions stipulated in this Agreement to be applicable to subconsultants. <br />Any substitution of subconsultant(s) must be approved in writing by City prior to <br />the start of work by the subconsultant(s). <br />19. EQUIPMENT PURCHASE <br />a. Prior authorization in writing by City shall be required before Consultant enters <br />into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, <br />equipment, or consultant services. Consultant shall provide an evaluation of the <br />necessity or desirability of incurring such costs. <br />Page 8 of 12 <br />