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Contract No 5034M1cn� 22 Agreement No. PW 35-10-11 MERGER AND MODIFICATION a. It is understood and agreed that the entire Agreement between the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the 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. b. Any 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. 10. DEFAULT AND CANCELLATION a. If the CITY fails to perform any of the provisions of this Agreement or so fails to administer the work as to endanger the performance of the Agreement, this shall constitute a default. Unless the CITY's default is excused by the COUNTY, the COUNTY may upon written notice immediately cancel this Agreement in its entirety. Additionally, failure to comply with the terms of this Agreement shall be just cause for the COUNTY for delaying payment until the CITY's compliance. In the event of a decision to withhold payment, the COUNTY shall furnish prior written notice to the CITY. b. Notwithstanding any provision of this Agreement to the contrary, the CITY shall not be relieved of liability to the COUNTY for damages sustained by the COUNTY by virtue of any breach of this Agreement by the CITY. Upon notice to the CITY of the claimed breach and the amount of the claimed damage, the COUNTY may withhold any payments to the CITY for the purpose of set-off until such time as the exact amount of damages due the COUNTY from the CITY is determined. Following notice from the COUNTY of the claimed breach and damage, the CITY and the COUNTY shall attempt to resolve the dispute in good faith. C. The above remedies shall be in addition to any other right or remedy available to the COUNTY under this Agreement, law, statute, rule, and/or equity. d. The COUNTY'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. e. This Agreement may be canceled with or without cause by either party upon thirty (30) days written notice.