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deposited in the United States mail, duly registered or certified, with postage prepaid, and <br />addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to <br />have been given twenty-four (24) hours after the time set forth on the transmission report issued <br />by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating <br />these time frames, weekends, federal, state, County or City holidays shall be excluded. <br />14. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral <br />or written, between the parties. In the event of a conflict between the terms of this Agreement <br />and any attachments hereto, the terms of this Agreement shall prevail and will serve to fully <br />supersede existing Agreement. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative of Contractor. 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, that terms or conditions hereof, shall not bind or obligate Contractor 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 parties, which are not embodied herein. <br />15. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />Contractor 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 <br />shall be construed to limit the City's ability to have any of the services that are the subject to this <br />Agreement performed by City personnel or by other Contractors retained by City. <br />16. TERMINATION <br />This Agreement may be terminated by the City with thirty (30) days written notice of <br />termination to the Contractor. <br />a. As a condition of such payment, the City may require Contractor to deliver to the City <br />all the work product completed, as of such date, and in such case, such work product shall be the <br />property of the City unless prohibited by law, and Contractor consents to the City's use thereof <br />for such purposes, as the City deems appropriate. <br />b. Payment need not be made for work that fails to meet the standard of performance <br />specified in the Recitals of this Agreement. <br />17. NON-DISCRIMINATION <br />Contractor shall not discriminate because of race, color, creed, relation, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited <br />Page 7 of 10 <br />