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communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays or City Hall closure days shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This AGREEMENT represents the complete and exclusive statement between CITY and VENDOR, 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 CITY and by an authorized representative of VENDOR. 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 VENDOR or 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, that are not embodied herein. 11. ASSIGNMENT Inasmuch as this AGREEMENT is intended to secure the specialized services of VENDOR, VENDOR may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of CITY and any such assignment, transfer, delegation or subcontract without CITY's prior written consent shall be considered null and void. Nothing in this AGREEMENT shall be construed to limit CITY's ability to have any of the services which are the subject to this AGREEMENT performed by CITY personnel or by other VENDORS retained by CITY. 12. TERMINATION This AGREEMENT may be terminated by either PARTY upon thirty (30) days written notice of termination. 13. DISCRIMINATION VENDOR shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. VENDOR affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 0