CORRECTIONAL MANAGED CARE MEDICAL CORPORATION (CMCMC) 7-2014

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designee, Such occurrences may include but are not limited to accidents, injuries or acts of negligence, or any incident or circumstance which adversely impacts the capacity of Contractor to provide the services hereunder. Such verbal notification shall be followed within twenty -four (24) hours, by written notification to City and the Jail Administrator or his designee, 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. in the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor 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. 14, ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer or delegate any interest herein and any such assignment, transfer or delegation shall be considered null and void. However, obligations undertaken by Contractor pursuant to this Agreement may be carried out by subcontracts, provided such subcontracts are approved in writing by City, meet the requirements of this Agreement as they relate to the service or activity under subcontract, and include any provisions that City may reasonably require, No subcontract shall terminate or alter the responsibilities of Contractor to City pursuant to this Agreement. 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 Contractors retained by City. 15. TERMINATION a. This Agreement may be terminated by the City without cause, by giving thirty (30) days written notice of termination. b. After receiving any Notice of Termination, Contractor shall continue to provide services and cooperate with City staff until the date of termination in a manner which is consistent with recognized standards of quality patient care and prudent business practice, and obtain irmnediate clarification from City of any unsettled issues of contract performance during the remaining contract term. c. The right and remedies of City provided in this Termination paragraph shall not be exclusive, and are in addition to any other rights and remedies provided by law or this Agreement.