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8 <br /> <br /> <br />9. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City and Consultant, <br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a <br />conflict between the terms of this Agreement and any attachments hereto, the terms of this <br />Agreement shall prevail. This Agreement may not be modified except by written instrument signed <br />by the City and by an authorized representative of Consultant. The parties agree that any terms or <br />conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the <br />terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this <br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or <br />otherwise, have been made by any party, or anyone acting on behalf of any party, which is not <br />embodied herein. <br /> <br />10. ASSIGNABILITY <br /> <br /> None of the duties of, or work to be performed by, Consultant under this Agreement shall be <br />subcontracted or assigned to any agency, consultant, or person without the prior written consent of <br />City. Consultant must submit all subcontracts and other agreements that relate to this Agreement to <br />City. No subcontract or assignment shall terminate or alter the legal obligations of Consultant <br />pursuant to this Agreement. <br /> <br />11. TERMINATION <br /> <br /> A. This Agreement may be terminated on thirty (30) days' written notice by either <br />party. In the event of such termination, Consultant shall only be entitled to reimbursement for <br />approved expenses incurred to the effective date of termination. <br /> <br /> B. This Agreement may be suspended or terminated by City upon five (5) days' written <br />notice for violation by Consultant of Federal Laws governing the use of Housing Choice Voucher <br />Program funds. In the event of such suspension or termination, Consultant shall only be entitled to <br />reimbursement for approved expenses incurred up to the effective date of suspension or termination. <br /> <br /> C. Pursuant to 24 CFR 85.43, in the event Consultant defaults by failing to fulfill all or <br />any of its obligations hereunder, City may declare a default and termination of this Agreement by <br />written notice to Consultant, which default and termination shall be effective on a date stated in the <br />notice which is to be not less than ten (10) days after certified mailing or personal service of such <br />notice, unless such default is cured before the effective date of termination stated in such notice. If <br />terminated for cause, City shall be relieved of further liability or responsibility under this <br />Agreement, or as a result of the termination thereof, including the payment of money, except for <br />payment for approved expenses incurred for services satisfactorily and timely performed prior to the <br />mailing or service of the notice of termination, and except for reimbursement of (1) any payments <br />made for services not subsequently performed in a timely and satisfactory manner, and (2) costs <br />incurred by City in obtaining substitute performance. <br /> <br />EXHIBIT 2