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<br />machine, addressed as set forth above. For purposes of calculating these time frames, <br />weekends, federal, state, County or City holidays shall be excluded. <br /> <br />10. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City <br />and AMX, and supersedes any and all other agreements, oral or written, between the <br />parties. In the event ofa conflict between the terms of this Agreement and any <br />attachments hereto, the terms of this Agreement shall prevail. This Agreement may not <br />be modified except by written instrument signed by the City and by an authorized <br />representative of AMX. The parties agree that any terms or conditions of any purchase <br />order or other instrument that are inconsistent with, or in addition to, the terms and <br />conditions hereof, shall not bind or obligate AMX nor the City. Each party to this <br />Agreement acknowledges that no representations, inducements, promises or agreements, <br />orally or otherwise, have been made by any party, or anyone acting on behalf of any <br />party, which are not embodied herein. <br /> <br />11. ASSIGNMENT <br /> <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />AMX, AMX may not assign, transfer, delegate, or subcontract any interest herein without <br />the prior written consent of the City and any such assignment, transfer, delegation or <br />subcontract without the City's prior written consent shall be considered null and void. <br />Nothing in this Agreement shall be construed to limit the City's ability to have any ofthe <br />services which are the subject to this Agreement performed by City personnel or by other <br />consultants retained by City. <br /> <br />12. TERMINATION <br /> <br />This Agreement may be terminated by the either party upon thirty (30) days <br />written notice of termination. In such event, AMX shall be entitled to receive and the City <br />shall pay AMX compensation for all services performed by AMX prior to receipt of such <br />notice oftermination, subject to the following conditions: <br /> <br />a. Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br /> <br />13. DISCRIMINATION <br /> <br />AMX shall not discriminate because of race, color, creed, religion, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and <br />prohibited by applicable law, in the recruitment, selection, training, utilization, <br />promotion, termination or other employment related activities. AMX affirms that it is an <br />equal opportunity employer and shall comply with all applicable federal, state and local <br />laws and regulations. <br /> <br /> <br />- <br /> <br />