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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 <br />machine, addressed as set forth above. For purposes of calculating these time frames, <br />weekends, federal, state, County or City holidays shall be excluded. <br />11. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City <br />and Consultant, 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 <br />attachments hereto, the terms of this Agreement shall prevail. This greement may not <br />be modified except by written instrument signed by the City and by an authorized <br />representative of Consultant. The parties agree that any terms or conditions of any <br />purchase order or other instrument that are inconsistent with, or in addition to, the terms <br />and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to <br />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 <br />of any party which are not embodied herein. <br />12. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the City and any such assignment, transfer, <br />delegation or subcontract without the City's prior written consent shall be considered null <br />and void. Nothing in this Agreement shall be construed to limit the City's ability to have <br />any of the services which are the subject to this Agreement performed by City personnel <br />or by other consultants retained by City. <br />13. TERMINATION <br />This Agreement may be terminated by either party upon thirty (30) days written <br />notice of termination. In such event, Consultant shall be entitled to receive and the City <br />shall pay Consultant compensation for all services performed by Consultant prior to <br />receipt of such notice of termination, subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require <br />Consultant to deliver to the City all work product completed as of such date, and in <br />such case such work product shall be the property of the City unless prohibited by <br />law, and Consultant consents to the City's use thereof for such purposes as the City <br />deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br />Page 6 of 9 <br />25H-8