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calculating these time frames, weekends, federal, state, County or City holidays shall be
<br />excluded.
<br />10. DELIVERY OF WORK PRODUCT
<br />Consultant shall deliver to City all work product which results from the services
<br />provided. Said work product shall be submitted in a hard copy and produced in a form
<br />compatible with City's computer system, as agreed between the Project Manager and Consultant
<br />In regard to copyrightable material produced as a deliverable under this Agreement,
<br />including but not limited to books, reports, plans, photographs, drawings, films, recordings,
<br />videotapes, and computer programs, Consultant agrees, for itself and its affected officers,
<br />employees, agents, contractors, and volunteer workers, that (a) other such material may not be
<br />copyrighted without prior review from the City, and (b) the authors of all such material, whether
<br />copyrighted or not, award to the City, and to its officers, agents and employees acting within the
<br />scope of their official duties, as a condition of payment to the Consultant, a royalty -free,
<br />nonexclusive, irrevocable license throughout the world for governmental purposes to disclose,
<br />publish, translate, reproduce, and use such materials.
<br />11. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
<br />the event of a conflict between the teens of this Agreement and any attachments hereto, the terms
<br />of this Agreement shall prevail. This Agreement may not be modified except by written
<br />instrument signed by the City and by an authorized representative of Consultant. The parties
<br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent
<br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor
<br />the City. Each party to this Agreement acknowledges that no representations, inducements,
<br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
<br />behalf of any party, which are not embodied herein.
<br />12. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
<br />Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
<br />written consent of the City and any such assignment, transfer, delegation or subcontract without
<br />the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
<br />be construed to limit the City's ability to have any of the services which are the subject to this
<br />Agreement performed by City personnel or by other consultants retained by City.
<br />13. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
<br />compensation for all services performed by Consultant prior to receipt of such notice of termination,
<br />subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require Consultant to deliver
<br />to the City all work product completed as of such date, and in such case such work product shall be
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