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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 />18. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City <br />and Contractor, and supersedes any and all other agreements, oral or written, between the <br />parties. In the event of a conflict between the terms of this Agreement and any attachments <br />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 <br />Contractor. 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 <br />not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that <br />no representations, inducements, promises or agreements, orally or otherwise, have been <br />made by any party, or anyone acting on behalf of any party, which are not embodied herein. <br />19. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein <br />without the prior written consent of the City and any such assignment, transfer, delegation or <br />subcontract without the City's prior written consent shall be considered null and void. <br />Nothing in this Agreement shall be construed to limit the City's ability to have any of the <br />services which are the subject to this Agreement performed by City personnel or by other <br />Contractors retained by City. <br />20, TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Contractor shall be entitled to receive and the City shall pay <br />Contractor compensation for all services performed by Contractor prior to receipt of such notice <br />of termination, subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Contractor to <br />deliver to the City all work product completed as of such date, and in such case such work <br />product shall be the property of the City unless prohibited by law, and Contractor consents to <br />the City's use thereof for such purposes as the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of performance <br />specified in the Recitals of this Agreement. <br />f' 930 t I�77 uli./:WiI ZI <br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and <br />10 <br />