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weekends, federal, state, County or City holidays shall be excluded. <br />ARTICLE 10. EXCLUSIVITY AND AMENDMENT <br />A. This Agreement represents the complete and exclusive statement between <br />the City and Ream, 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 Ream or an <br />authorized representative thereof. <br />ARTICLE 11.ASSIGNMENT <br />A. Inasmuch as this Agreement is intended to secure the specialized services <br />of Ream, he 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 of the <br />services which are the subject to this Agreement performed by City personnel or by other <br />consultants retained by City. <br />ARTICLE 12.TERMINATION <br />A. This Agreement may be terminated by either party upon five (5) days written <br />notice of termination. In such event, Ream shall be entitled to receive and the City shall <br />pay Ream compensation for all services performed by Ream prior to receipt of such <br />notice of termination. <br />ARTICLE 13.JURISDICTION -VENUE <br />A. This Agreement has been executed and delivered in the State of California <br />and the validity, interpretation, performance, and enforcement of any of the clauses of this <br />Agreement shall be determined and governed by the laws of the State of California. <br />Both parties further agree that Orange County, California, shall be the venue for any <br />action or proceeding that may be brought or arise out of, in connection with or by reason <br />of this Agreement. <br />(Terms of Agreement and Signature <br />Continues on Page 6) <br />XXXXXXXXX <br />XXXXXXXXX <br />XXXXXXXXX <br />XXXXXXXXX