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addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed
<br />to 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 />10. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Contractor, and supersedes any and all other agreements, oral or written, between the parties. In
<br />the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
<br />of this Agreement shall prevail. This Agreement may not be modified except by written
<br />instrument signed by the City and by an authorized representative of Contractor. The parties agree
<br />that any terms or conditions of any purchase order or other instrument that are inconsistent with, or
<br />in addition to, that terms and conditions hereof, shall not bind or obligate Contractor nor the City.
<br />Each party to this Agreement acknowledges that no representations, inducements, promises or
<br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
<br />party, which are not embodied herein.
<br />11. 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 shall
<br />be construed to limit the City's ability to have any of the services which are the subject to this
<br />Agreement performed by City personnel or by other Contractors retained by City.
<br />12. 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 Contractor
<br />compensation for all services performed by Contractor 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 Contractor to deliver
<br />to the City all work product completed as of such date, and in such case such work product shall be
<br />the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for
<br />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 />13. DISCRIMINATION
<br />Contractor 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
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
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