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forth above. For purposes of calculating these time frames, weekends, federal, state, County or City <br />holidays shall be excluded. <br />13. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event <br />of a conflict between the terms of this Agreement and any attachments hereto, the terms of this <br />Agreement shall prevail. This Agreement may not be modified except by written instrument signed by <br />the City and by an authorized representative of Consultant. The parties agree that any terms or conditions <br />of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and <br />conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement <br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have <br />been made by any party, or anyone acting on behalf of any party, which are not embodied herein. <br />14. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, <br />Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written <br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior <br />written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit <br />the City's ability to have any of the services which are the subject to this Agreement performed by City <br />personnel or by other consultants retained by City. <br />15. TERMINATION <br />a. This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant <br />compensation for all services performed by Consultant prior to receipt of such notice of termination, subject <br />to the following conditions: <br />(i) As a condition of such payment, the Executive Director may require Consultant to <br />deliver to the City all work product completed as of such date, and in such case <br />such work product shall be the property of the City unless prohibited by law, and <br />Consultant consents to the City's use thereof for such purposes as the City deems <br />appropriate. However, any use of unfinished work product shall be at City's sole <br />risk. <br />(ii) Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br />b. City may terminate this Agreement for Consultant's default if a federal or state <br />proceeding for the relief of debtors is undertaken by or against Consultant, or if Consultant makes an <br />assignment for the benefit of creditors, or if Consultant breaches any term(s) or violates any provision(s) <br />of this Agreement and does not cure such breach or violation within ten (10) calendar days after written <br />notice thereof by City. Consultant shall be liable for any and all reasonable costs incurred by City as a <br />result of such default, including but not limited to re-procurement costs of the same or similar services <br />defaulted by Consultant under this Agreement except that, Consultant shall not be liable for any costs <br />exceeding the amount of total compensation payable under this Agreement to Consultant by the City, as <br />identified in Exhibit A-2. <br />7 <br />25B-9