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14. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and Consultant <br />regarding the subject matter therein, and supersedes any and all ether agreements, oral or written, between <br />the parties. In the event of conflict between the terms of this Agreement and ally attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not bemodified except by written instrument <br />signed by the City anti by an authorized representative of Consultant. The parties agree that any terms or <br />conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the tenns <br />and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this .Agreement <br />aQknowledgc s that no representations, inducements', promises or agreements, orally or otherwise, have been <br />made by any party, or anyone acting on behalf of any party, which are not embodied herein. <br />1 S. 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 written <br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior <br />written consent shall be considered null and void, Nothing in this Agreement shall be construed to .limit the <br />City's ability to have any of tile services which are the subject to this Agreement performed by City <br />personnel or by other consultants retained by City. <br />16, WAIVER <br />No waiver of a breach, failure of any conditions, or any right or remedy contained in or granted by <br />the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving <br />the breach, failure, right, or remedy. No waiver ofany bread, failure, right, or remedy shall be deemed a <br />waiver of any other breach, failure, right, or remedy, whether or not similar, ilor shall any waiver constitute <br />a continuing waiver unless the writing so specifies. <br />17. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination. <br />In such event, Consultant shall be entitled to reecive and the City shall pay Consultant compensation for <br />a.11 services performed by Consultant prior to receipt of such notice of termination, subject to the following <br />conditions. <br />a. As a condition of such payment, City may .require Consultant.to deliver to the City all work <br />product completed as of such. elate, and in such case such work product shall be t1w property <br />of the City Unless prohibited by law, and Consultant consentsto the City's use thereof for <br />such pu poses as the City deems appropriate. <br />b: Payment need not. be made for work that fails tt► niect the standard of performance <br />specified in the Recitals of this Agreement. <br />is. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS <br />Contractor shall perform all requirements wider this contract in strict observance of and in <br />compliance with: all applicable laws, regulations, ordinances, codes, and any other legislative or statutory <br />requirements, <br />7 <br />