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timefrarnes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, 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 Consultant. 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 Consultant or 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. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign or transfer any interest herein without the prior written consent of the City and any such assignment or transfer without the City's prior written consent shall be considered null and void, provided, however, that Consultant may assign, convey, or transfer (whether by contract, merger or operation of law) (collectively "assign" and its cognates) any or all of its rights or obligations under this Agreement, whether by operation of law or otherwise, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Consultant's assets or equity, provided that (a) if the assignee cannot provide the City with adequate written assurances of performance of all terms of this Agreement,to be determined at the City's sole reasonable discretion,or(b)if the assignee is an entity with whom the City is prohibited by law or regulation from conducting business, then the City may terminate 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 Consultants retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure,right or remedy. No waiver of any breach, failure or right,or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar,nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination, provided that Consultant shall have thirty (30) days from receipt of such notice to cure any default by Consultant under this Agreement. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: Page 8of10