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addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
<br /> been given twenty-four(24) hours after the time set forth on the transmission report issued by the
<br /> transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
<br /> time frames, weekends, federal, state, County or City holidays shall be excluded.
<br /> 11. EXCLUSIVITY AND AMENDMENT
<br /> This Agreement represents the complete and exclusive statement between the City and
<br /> Partner 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 terms of this Agreement and
<br /> any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be
<br /> modified except by written instrument signed by the City and by an authorized representative of
<br /> Partner. The parties agree that any terms or conditions of any purchase order or other instrument
<br /> that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
<br /> obligate Partner or 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
<br /> anyone acting on 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 Partner,
<br /> Partner 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 which are the subject to
<br /> this Agreement performed by City personnel or by other partners retained by City.
<br /> 13. CANCELLLATION OR TERMINATION
<br /> a. If, because of war, fire, strike, civil strife, government regulation, natural catastrophe,
<br /> an act of terrorism or public enemy, an act of God, or any reason beyond the reasonable control
<br /> of City, the Event or any part thereof is prevented from being held or is cancelled by City, City,
<br /> in its sole discretion, shall determine and refund to the Partner its proportionate share of the
<br /> balance of the aggregate partner fees received that remain after deducting expenses incurred by
<br /> City and reasonable compensation to City. In no case shall the amount of the refund to the
<br /> Partner exceed the amount of the fee paid. City reserves the right to cancel any portion of the
<br /> Event as it deems necessary and appropriate.
<br /> b. Cancellation by the Partner will be accepted only in writing. In the event of
<br /> cancellation by Partner, Partner will remain obligated for 100% of the partnership fee, and City
<br /> will retain the right to seek and retain an alternate partner in City's sole discretion.
<br /> 14. NONDISCRIMINATION
<br /> Partner shall 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
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