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the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City, which consent shall not be unreasonably withheld, and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 14. TERMINATION The City reserves the right to terminate the contract as follows: a. In the event Consultant fails or refuses to timely perform any of the material provisions of this agreement in the manner required, or if consultant materially violates any provision of this agreement, Consultant shall be deemed in default. City shall provide written notice of such default, specifying the nature of such default, to Consultant's project manager. Consultant shall cure, or provide reasonable assurances that it will cure, said default within a period of ten (10) working days. If such cure is not completed in a timely manner, City may terminate the agreement forthwith by giving written notice to Consultant's project manager. City may, in addition to the other remedies provided in this agreement or authorized by law, terminate this agreement by giving written notice of termination. Consultant shall be responsible for all costs incurred by City, including replacement costs of equipment and labor required to provide service during Consultant's default. In the event of such termination for cause, City shall pay Consultant that portion of compensation specified in the agreement that is earned and unpaid prior to the effective date of termination. Consultant shall not be entitled to any compensation for lost profits it terminated for cause. b. This agreement may be terminated without cause by City upon thirty (30) days written notice delivered to the Consultant either personally or by mail. Upon termination, City shall pay to Consultant that portion of compensation specified in the agreement that is earned and unpaid prior to the effective date of termination, plus reasonable termination costs. c. As a condition of payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. However, any use of unfinished work product shall be at City's sole risk. d. In addition to, or in lieu of, remedies provided in this agreement or pursuant to law, City shall have the right to withhold all or a portion of Consultant's compensation for contract services if, in the judgment of the Project Manager or designee, the level of service falls below appropriate standards and/or Consultant fails to satisfactorily perform contract services. City shall have the right to retain funds withheld until the Project Manager or designee determines that contract services are performed as required by this agreement. 20C-8