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I <br />instrument signed by the City and by an authorized representative of Contractor. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor <br />the City. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf of any party, which are not embodied herein. <br />12. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />Contractor 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 <br />shall be construed to limit the City's ability to have any of the services which are the subject to <br />this Agreement performed by City personnel or by other Contractors retained by City. <br />13. TERMINATION AND DAMAGES <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination and by the Contractor upon ninety (90) days written notice. In the event of <br />termination by the City, Contractor shall be entitled to receive and the City shall pay Contractor <br />compensation for all services performed by Contractor prior to receipt of such notice of termination, <br />subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Contractor to deliver <br />to the City all work product completed as of such date, and in such case such work product shall be <br />the property of the City unless prohibited by law, and Contractor consents to the City's use thereof <br />for such purposes as the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of performance <br />specified in the Recitals of this Agreement and in the Specifications, Exhibit "A" hereto. <br />c. Material Breach: If the Director determines the Contractor has failed in the <br />performance of the duties and/or schedule as provided herein, the Director may consider the <br />Contractor in material breach. City may exercise all remedies in law or equity for said breach <br />including, but not limited to: 1) withholding all or a portion of payment owed relative to any <br />such failure to perform or for any delay in performance, and 2) directing the work be <br />accomplished by either City employees or a new contractor at Contractor's expense, as <br />determined by the Director. Contractor shall be responsible for all costs resulting from any <br />breach, including incidental and consequential damages (see Sample Failure To Perform Letter, <br />Exhibit "D" hereto). <br />0 <br />