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12. Conflict of Interest: Contractor agrees that no member, officer, or employee of the City shall have any interest, direct or indirect, in this Contract or the proceeds thereof. Violation of this provision shall cause this Contract to be null and void and the Contractor will forfeit any payments to be made under the Contract. 13. Entire Contract: This Contract incorporates and includes herein the RFP dated August 6, 2005. To the extent this contract conflicts with the RFP, the terms of this contract control. This Contract and the RFP incorporated supersede all verbal agreements and negotiations between the parties relating to the subject matter hereof, as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Contract shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 14. Waiver: Any waiver by either party of a breach of any provisions of the executed contract shall not affect, in any respect, the validity of the remainder of the executed Contract. 15. Termination: The City may cancel the Contract if the Contractor fails to fulfill its obligations under the Contract in a proper and timely manner, or otherwise violates the terms of the Contract if the default has not been cured after 90 days written notice has been provided. The City shall pay Contractor all compensation earned prior to the date of termination minus any damages and costs incurred by the City as a result of the breach. If the contract is canceled or terminated, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by the Contractor under this agreement shall, at the option of the City, become the property of the City, and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. 16. Severability: The provisions of this Contract are severable. If any portion of the contract is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Contract. 19