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promotion, termination or other employment related activities or any services provided under this <br />Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all <br />applicable federal, state and local laws and regulations. <br />11. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Contractor, and supersedes any and all other agreements, oral or written, between the parties. In <br />the event of a conflict between the terms of this Agreement and any attachments hereto, the terms <br />of this Agreement shall prevail. This Agreement may not be modified except by written instrument <br />signed by the City and by an authorized representative of Contractor. The parties agree that any <br />terms or conditions of any purchase order or other instrument that are inconsistent with, or in <br />addition to, the terns and conditions hereof, shall not bind or obligate Contractor or the City. Each <br />party to this Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any <br />party, which is not embodied herein. <br />12. ASSIGNMENT <br />a. Inasmuch as this Agreement is intended to secure the specialized services of <br />Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the City and any such assignment, transfer, <br />delegation or subcontract without the City's prior written consent shall be considered <br />null and void. <br />a. Unless previously approved by the City, the sale or transfer of the controlling interest <br />in a company shall be cause for immediate termination of this contract and the <br />Contractor shall be replaced on the Rotational Tow List by another company on an <br />existing eligibility list or during a future RFQ process. <br />13. TERMINATION <br />a. The City reserves the right to immediately terminate the contract, without penalty, <br />for cause. <br />b. In the event Contractor fails or refuses to timely perform any of the provisions of <br />this Agreement in the manner required, or if Contractor violates any provision of <br />this Agreement, Contractor shall be deemed in default. City shall provide written <br />notice of such default to Contractor's Project Manager. If possible, the Contractor <br />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 terminate the Agreement forthwith by <br />giving written notice to Contractor' s Project Manager, The City may, in addition <br />to the other remedies provided in this Agreement or authorized by law, terminate <br />this Agreement by giving written notice of termination. Contractor shall be <br />responsible for all costs incurred by City, including replacement costs of equipment <br />and labor required to provide service during Contractor's default. <br />Page 6 of 10 <br />#141898v2 <br />