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time frames, weekends, federal, state, County or City holidays shall be excluded. <br /> 11. EXCLUSIVITY AND AMENDMENT <br /> This Agreement represents the complete and exclusive statement between the City and <br /> Partner regarding the subject matter herein, and supersedes any and all other agreements, oral or <br /> written, 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 not be <br /> modified except by written instrument signed by the City and by an authorized representative of <br /> Partner. The parties agree that any terms or conditions of any purchase order or other instrument <br /> that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or <br /> obligate Partner or the City. Each party to this Agreement acknowledges that no representations, <br /> inducements,promises or agreements,orally or otherwise,have been made by any party,or anyone <br /> acting on behalf of any party, which are not embodied herein. <br /> 12. ASSIGNMENT <br /> Inasmuch as this Agreement is intended to secure the specialized services of Partner, <br /> Partner may not assign, transfer, delegate, or subcontract any interest herein without the prior <br /> written consent of the City, which shall not be unreasonably withheld, and any such assignment, <br /> transfer, 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 any of <br /> the services which are the subject to this Agreement performed by City personnel or by other <br /> partners retained by City. <br /> 13, CANCELLATION OR TERMINATION <br /> a. Force Majeure. If, because of war, fire, strike, civil strife, government regulation, <br /> natural catastrophe, an act of terrorism or public enemy, an act of God, or any reason beyond the ' <br /> reasonable control of City (a "Force Majeure Event"), the Event or any part thereof is prevented <br /> from being held or is cancelled by City, City shall refund to the Partner its proportionate share of <br /> the balance of the aggregate partner fees received that remain after deducting reasonable expenses <br /> incurred by City. In no case shall the amount of the refund to the Partner exceed the amount of the <br /> fee paid. In the event of a Force Majeure Event, City reserves the right to cancel any portion of the <br /> Event as it deems necessary and appropriate, <br /> b. Default. A party shall be in default under this Agreement if it fails to perform any <br /> material obligation in a timely manner. If either party is in default under this Agreement, the non- <br /> defaulting party shall deliver written notice specifying the default to the defaulting party. The <br /> defaulting party shall have thirty(30) days after receipt of such notice to cure the default. <br /> c. Remedies. If a defaulting party fails to cure a default within thirty(30) days after receipt <br /> of a notice of default, the non-defaulting party shall have the right to terminate this Agreement by <br /> providing written notice to the defaulting party and shall have all other rights and remedies <br /> available at law or in equity, all of which shall be cumulative and not exclusive. <br /> Page 6 of 8 <br />