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by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours
<br />after the time set forth on the transmission report issued by the transmitting facsimile machine,
<br />addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state,
<br />County or City holidays shall be excludod.
<br />l0. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or
<br />written, between the parties. In the event of a conflict between, the terns of this Agreement and any
<br />attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified
<br />except by written instrument signed by the City and by an authorized representative of Consultant.
<br />The parties agree that any terms or conditions of any purchase order or other instrument that are
<br />inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate
<br />Consultant nor the City. Each party to this Agreement acknowledges that no representations,
<br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone
<br />acting on behalf of any party, which are not embodied herein,
<br />11. 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 the
<br />City's prior written consent shall be considered null and void. Nothing in this Agreement shall be
<br />construed to limit the City's ability to have any of the services which are the subject to this Agreement
<br />performed by City personnel or by other contractors retained by City.
<br />12. TERMINATION
<br />This Agreement may be terminated by the City upon seven (7) 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 to the
<br />City all work product completed as of such date, and in such case such work product shall be the property
<br />of"the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as
<br />the City deems appropriate.
<br />b. Payment need not be made for work, which fails to meet the standard of performance specified
<br />in the Recitals of this Agreement.
<br />13, NON-DISCRIMINATION
<br />Consultant shalt not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin., ancestry, or disability, as defined and prohibited by applicable
<br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment
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