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13. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Contractor, and supersedes any and all other agreements, oral or written, between the parties. In <br />the event of a conflict between the terns of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by written <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 />14. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />Contractor may not assign, transfer or delegate any interest herein and any such assignment, <br />transfer or delegation shall be considered null and void. However, obligations undertaken by <br />Contractor pursuant to this Agreement may be carried out by subcontracts, provided such <br />subcontracts are approved in writing by City, meet the requirements of this Agreement as they <br />relate to the service or activity under subcontract, and include any provisions that City may <br />reasonably require. No subcontract shall terminate or alter the responsibilities of Contractor to <br />City pursuant to this Agreement. Nothing in this Agreement shall be construed to limit the <br />City's ability to have any of the services which are the subject to this Agreement performed by <br />City personnel or by other Contractors retained by City. <br />15. TERMINATION <br />a. This Agreement may be terminated by either party without cause, by giving thirty <br />(30) days written notice of termination. <br />b. After receiving any Notice of Termination, Contractor shall continue to provide services <br />and cooperate with City staff until the date of termination in a manner which is consistent with <br />recognized standards of quality patient care and prudent business practice, and obtain immediate <br />clarification from City of any unsettled issues of contract performance during the remaining contract <br />term. <br />c. The right and remedies of City provided in this Termination paragraph shall not be <br />exclusive, and are in addition to any other rights and remedies provided by law or this Agreement. <br />d. City may terminate this Agreement immediately, upon written notice, on the occurrence <br />of any of the following events: <br />1. The loss by Contractor of legal capacity. <br />2. Cessation of services <br />25J19