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11. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Concessionaire, and supersedes any and all other agreements, oral or written, between the parties. <br />In the event of a conflict between the terms 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 Concessionaire. 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 Concessionaire <br />or 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 is not embodied herein. <br />12. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Concessionaire, Concessionaire may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the City and any such assignment, transfer, delegation <br />or subcontract without the City's prior written consent shall be considered null and void. Nothing <br />in this Agreement shall be construed to limit the City's ability to have any of the services which <br />are the subject to this Agreement performed by City personnel or by other Concessionaires retained <br />by City. <br />13. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Concessionaire shall be entitled to receive and the City shall pay <br />Concessionaire compensation for all services performed by Concessionaire prior to receipt of such <br />notice of termination, subject to the following conditions: <br />-a. As a condition—of such pa�the Executiv-e D'irector of -the Parks—, Recreation <br />and Community Services Agency may require Concessionaire to deliver to the City <br />all work product(s) completed as of such date, and in such case such work product <br />shall be the property of the City unless prohibited by law, and Concessionaire <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 />14. WAIVER <br />No waiver of breach, failure of any condition, or any right or remedy contained in or <br />granted by the provisions of this Agreement shall be effective unless it is in writing and signed by <br />the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or <br />remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not <br />Page 5 of 9 <br />