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report issued by the transmitting facsimile machine, addressed as set forth above. For purposes <br />of calculating these time frames, weekends, federal, state, County or City holidays shall be <br />excluded. <br />10. ERCLUSIVITY ANll 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 <br />teens of this Agreement shall prevail. This Agreement may not he modified except by written <br />instrument signed by the City and by an authorised 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, the terms and conditions hereof, shall not bind ur obligate Contractor nox <br />the City. Each party In this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting un <br />behalf of any party which are nut embodied herein. <br />11. ASSIGNMENT <br />Tnasmueh 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 Ciry's ability to have any of the services whioh are the subject to <br />this Agreement performed by City persomtel or by other Contractors retained by City. <br />12. TERMINATION <br />This Agreement maybe terminated by the City upon thirty (30) days written notice of <br />termination. In such event, ContracWrshall 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. Payment need not be made for work which tails 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 <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited <br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or <br />other employment related activities. Contractor affirms that it is an equal opportunity employee <br />and shall comply with all applicable federal, slate and local laws and regulations. <br />