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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 Contractor 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 />13. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />Contractor 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 />14. TERMINATION <br />The City reserves the right to terminate the contract as follows <br />a. In the event Contractor fails or refuses to timely perform any of the provisions of this <br />agreement in the manner required, or if Contractor violates any provision of this agreement, Contractor <br />shall be deemed in default. City shall provide written notice of such default to Contractor's project <br />manager. Contractor shall cure said default within a period of two (2) working days. If such cure is not <br />completed in a timely manner, City may assess liquidated damages or terminate the agreement forthwith <br />by giving written notice to Contractor's project manager. City may, in addition to the other remedies <br />provided in this agreement or authorized by law, terminate this agreement by giving written notice of <br />termination. Contractor shall be responsible for all costs incurred by City, including replacement costs of <br />equipment and labor required to provide service during Contractor's default. In the event of such <br />termination for cause, City shall pay Contractor that portion of compensation specified in the agreement <br />that is earned and unpaid prior to the effective date of termination. Contractor shall not be entitled to any <br />compensation for lost profits it terminated for cause. <br />b. This agreement maybe terminated without cause by City upon thirty (30) days written notice <br />delivered to the Contractor either personally or by mail. Upon term nation, City shall pay to Contractor <br />that portion of compensation specified in the agreement that is earned and unpaid prior to the effective <br />date of termination. <br />c. In addition to, or in lieu of, remedies provided in this agreement or pursuant to law, City shall <br />have the right to withhold all or a portion of Contractor's compensation for contract services if, in the <br />judgment of the City, the level of service falls below appropriate standards and/or Contractor fails to <br />satisfactorily perform contract services. City shall have the right to retain funds withheld until the City <br />determines that contract services are performed as well and as frequently as required by this agreement. <br />15. CONTRACTOR OPTION FOR TERMINATION <br />The Contractor may request termination of the contract when conditions during the contract make <br />it impossible to perform or when prevented from proceeding with the contract by act of God, by law or <br />official action of a public authority or in the event on nonpayment by the City. Such request will require <br />one - hundred eighty (180) days written notice prior to contract termination date requested. hl the event of <br />nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to <br />cure the alleged breach. <br />25E -8 <br />