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report issued by the transmitting facsimile machine, addressed as sat forth above, For purposes <br />of calculating these Time Games, weekends, federal, slate, County or City holidays shall be <br />excluded. <br />10. EXCI,USIVITYANDAMENDMENT <br />This Agreement represents the complete and exclusive agreement 6ahveen the City and <br />Contractor, and supersedes any and all other agreements, oral or written, between (he parties. In <br />the event of a conflict between the Perms of this Agreement and any attachments hereto, the <br />farms of this A�aament shall prevail. This Agrcemeut may not be modified except 6y writen <br />instrument signal by fhe City and by an authorized representative of Contractor. The patties <br />agree (hat any terms or conditions of any purchase order or other instrument that are Gconsistanl <br />with, or in addition Co, the farms and conditions hereof, shall not bind or obligate Contractor nor <br />the City, Each pally to this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf ofanyparry , which are not embodied herein, <br />Il. ASSIGNMENT <br />Inasmuch as this Agreement G intended to secure the specialized services of Contractor, <br />Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the City and any such assignment, transfer, delegation or subcontract without <br />the Cty's prior written consent shall be considered null and void. Nothing in this Agreement <br />shall be construed to limit the City's ability tc have any of the services which are the subject to <br />Phis Agreement performed byChypersonnelorby offiar Contraclorsre[ained byCity. <br />12. TERMINATIONANDDAM.4GES <br />This Agreement may be ferminafed by the City upon lhGly (3D) days written notion of <br />termination and by the Contractor upon lhhty (30) days wxittur notice, [n d�a event of <br />ferminafion by the City, �nnVaCfOr shelf ha ¢nlhled to receive and the City shall pay Contractor <br />cempensationforahs�rvicesperformedbyContrartorpriorforeceip�ofsuchnoticeofterminafion, <br />subjecttofhafollowingcondifions. <br />a. As a cendifion of such payment, the ExecufiveDm¢ctor may requheConhadorto deliver <br />tofheChyallworkproduc�complat¢d as ofsuch date, and N such casesoch work productshallbe <br />the properly of the City unless prohibited 6y law, and Contmcfor consents fo fhe City's use thereof <br />for such purposes as fhaCity deems appropriate. <br />b. Payment need not be made for work which fails to meet tl�a standard of performance <br />specifi¢d in fheRceifalsoffhisAgreemenf and in the Speifications, Ekhibh "ir' hereto. <br />c. MaferialBreach: If the Dhacfor determines fhe Contractor has failed m the <br />performance of the duties andbr sch¢dule ss provided herein, fhe Director may consider the <br />Contractor in material breach. City may exe[che sll remedies in law or equity for said breech <br />including, but not limited to: I) withholding all or a portion of payment ow¢d relative to any <br />such failure to perform or for aoy delay N performance, and 2) directing the work be <br />accomplrshed by either City employees or a new contractor of Contractor's expense, as <br />