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communication shall be effective or deemed to have been given three (3) days after it has been
<br />deposited in the United States mail, duly registered or certified, with postage prepaid, and
<br />addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or
<br />other communication shall be effective or deemed to have been given twenty-four (24) hours
<br />after the time set forth on the transmission report issued by the transmitting facsimile machine,
<br />addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
<br />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 />Vendor, and supersedes any and all other agreements, oral or written, between the parties. In the
<br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of
<br />this Agreement shall prevail. This Agreement may not be modified except by written instrument
<br />signed by the City and by an authorized representative of Vendor. The parties agree that any
<br />terms or conditions of any purchase order or other instrument that are inconsistent with, or in
<br />addition to, that terms and conditions hereof, shall not bind or obligate Vendor nor the City. Each
<br />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 Vendor,
<br />Vendor 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 Vendors retained by City.
<br />12. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination, without any early termination penalty. In such event, Vendor shall be entitled to
<br />receive and the City shall pay Vendor compensation for all services performed by Vendor prior to
<br />receipt of such notice of termination, subject to the following conditions:
<br />13. DISCRIMINATION
<br />Vendor 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
<br />employment related activities. Vendor affirms that it is an equal opportunity employer and shall
<br />comply with all applicable federal, state and local laws and regulations.
<br />25H-7
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