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12. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />GST, and supersedes any and all other agreements, oral or written; between the parties, in the <br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of <br />this Agreement shall prevail. This Agreement may not be modified except by written instrument <br />signed by the City and by an authorized representative of GST. The parties agree that any terms <br />or conditions of any purchase order or other instrument that are inconsistent with, or in addition <br />to, the terms and conditions hereof, shall not bind or obligate GST or the City. Each party to this <br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or <br />otherwise, have been made by any party, or anyone acting on behalf of any party, which is not <br />embodied herein. <br />13. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of GST, GST <br />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 <br />prior written consent shall be considered null and void. Nothing in this Agreement shall be <br />construed to limit the City's ability to have any of the services which are the subject to this <br />Agreement performed by City personnel or by other GSTs retained by City. <br />1.4. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, GST shall be entitled to receive and the City shall pay GST <br />compensation for all services performed by GST 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 GST to deliver <br />to the City all work product(s) completed as of such date, and in such case such <br />work product shall be the property of the City unless prohibited by law, and GST <br />consents to the City's use thereof for such purposes as the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br />15. WAIVER <br />No waiver of breach, failure of any condition, 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 <br />waiving the breach, failure, tight or remedy. No waiver of any breach, failure or right, or remedy <br />shall be deemed a waiver of any other breach, failure, right or rernedy, whether or not similar, -nor <br />shall any waiver constitute a continuing waiver unless the writing so specifies. <br />Page 5 of 10 <br />