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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 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 />timeframes, weekends, federal, state, County or City holidays shall be excluded. <br />17. 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 <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. This Agreement may not <br />be modified except by written instrument signed by the City and by an authorized representative <br />of Consultant. The parties agree that any terms or conditions of any purchase order or other <br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not <br />bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by <br />any party, or anyone acting on behalf of any party, which are not embodied herein. <br />18. SUBCONTRACTING <br />a, Nothing contained in this Agreement or otherwise, shall create any contractual <br />relation between City and any subconsultant(s), and no subcontract shall relieve <br />Consultant of its responsibilities and obligations hereunder. Consultant agrees to <br />be as fully responsible to City for the acts and omissions of its subconsultant(s) and <br />of persons either directly or indirectly employed by any of them as it is for the acts <br />and omissions of persons directly employed by Consultant. Consultant's obligation <br />to pay its subconsultant(s) is an independent obligation from City's obligation to <br />make payments to the Consultant. <br />b. Consultant shall perform the work contemplated with resources available within <br />its own organization and no portion of the work pertinent to this Agreement shall <br />be subcontracted without written authorization by City, except that which is <br />expressly identified in the approved Cost Proposal. <br />Consultant shall pay its subconsultants within fifteen (15) calendar days from <br />receipt of each payment made to Consultant by City. <br />d. All subcontracts entered into as a result of this Agreement shall contain all the <br />provisions stipulated in this Agreement to be applicable to subconsultants. <br />e. Any substitution of subconsultant(s) must be approved in writing by City prior to <br />the start of work by the subconsultant(s). <br />Page 11 <br />