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<br />of calculating these time frames, weekends, federal, state, County or City holidays shall <br />be excluded. <br /> <br />9. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive agreement between the <br />City and Contractor, and supersedes any and all other agreements, oral or written, <br />between the parties. In the event of a conflict between the terms of this Agreement and <br />any attachments hereto, the terms of this Agreement shall prevail. This Agreement may <br />not be modified except by written instrument signed by the City and by Contractor. The <br />parties agree that any terms or conditions of any purchase order or other instrument that <br />are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or <br />obligate Contractor nor the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been <br />made by any party, or anyone acting on behalf of any party, which are not embodied <br />herein. <br /> <br />10. ASSIGNMENT <br /> <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the City and any such assignment, transfer, <br />delegation or subcontract without the City's prior written consent shall be considered null <br />and void. Nothing in this Agreement shall be construed to limit the City's ability to have <br />any of the services which are the subject to this Agreement performed by City personnel <br />or by other Contractors retained by City. <br /> <br />11. TERMINATION <br /> <br />This Agreement may be terminated by the City upon thirty (30) days written <br />notice of termination. In such event, Contractor shall be entitled to receive and the City <br />shall pay Contractor compensation for all services performed by Contractor prior to receipt <br />of such notice of termination, subject to the following conditions: <br /> <br />a. As a condition of such payment, the Police Chief may require Contractor to <br />deliver to the City all work product completed as of such date, and in such case such work <br />product shall be the property of the City unless prohibited by law, and Contractor consents <br />to the City's use thereoffor such purposes as the City deems appropriate. <br /> <br />Independent Contractor Agreement Between George Saadeh and City of Santa Ana <br />Page 5 of8 <br />