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Architect shall not assign, subcontract, transfer or pledge this contract and/or the services to be performed hereunder, whether in whole or in part, without the prior written consent of the EDA. 10. MERGER AND MODIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. ...... * a. It is understood and agreed that the entire Agreement between the parties is contained herein and that Agreement supersedes all oral agreements and negotiations between parties relating to the subject matter hereof. All items referred to in this Agreement are incorporated or attached and are deemed to be part of this Agreement. Any material alterations, variations, modifications or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement signed by the parties hereto. 11. DEFAULT AND CANCELLATION .........................................*.................. a. If Architect fails to perform any of the provisions of this Agreement or so fail to administer the work as to endanger the performance of this Agreement, this shall constitute a default. Unless the default is excused, the EDA may, upon written notice, immediately cancel the Agreement in its entirety. b. The EDA's failure to insist upon strict performance of any provision or to exercise any right under this Agreement shall not be deemed a relinquishment or waiver of the same, unless consented to in writing. Such consent shall not constitute a general waiver or relinquishment throughout the entire term of the Agreement. c. If the Agreement is canceled, Architect will be paid for percent of work completed to the date of cancellation. 12. CONTRACT ADMINISTRATION .............................................................. The EDA is managing the Contract in consultation with several cities and counties as outlined in Exhibit C. From time to time, meetings shall be held between Architect, the EDA and the cities and counties identified in Exhibit C. 13. MEDIATION/ARBITRATION CLAUSE ....................................................... If a dispute arises out of or relates to this Agreement, or breaching of the Agreement, and if the dispute cannot be settled through direct discussions, the Archifecf and the EDA agree to first endeavor to settle the dispute in an amicable manner by mediation administered by the Mediation Center, Minneapolis MN, before resorting to arbitration. 4