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States mail, duty registered or certified, with postage prepaid, and addressed ux set forth above, 8[ sent bv
<br />telefacsimile, communication shall be effective or deemed to have been given tWOnly-fOUr (24) hours
<br />after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed
<br />as set forth above, For purposes of calculating these time frames, weekends, tederal, state, County or City
<br />holidays shall heexcluded.
<br />18^ EXCLUSIVITY AND AMENDMENT
<br />'This Agreement represents the complete and exclusive statement between the City and
<br />Consultant, and supersedes tiny and all other agreements, oral or written, between the parties, In the event
<br />ofm conflict between the terms of this Agreement and any attachments hereto, the terms vfthis
<br />Agreement shrill prevail. This Agreement may not 6eozuJifiodexcept hy written instrument signed by
<br />the City and 6ymu authorized representative of Consultant. The patties ugr:o that any terms orconditions
<br />of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and
<br />conditions hereof, shall not bind nrobligate Consultant nor the City, Each party <o this Agreement
<br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have
<br />been made by any party, or anyone acting on behalf of any party, which are not embodied herein.
<br />11. ASSIGNMENT
<br />Inasunuch as this Agreement is intended to secure the specialized services of Consultant,
<br />Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written
<br />consent of the City and any such assignment, transfer, delegation or subcontract without the Cit)/s prior
<br />n/inou consent shall bo considered null and void. Nothing iuthis Agreement shall be construed {o|iod{
<br />the City's ability to have any oY the services which are the subject io this Agreement performed hyCity
<br />personnel urhy other Consultants retained hyCity.
<br />11 TERMINATION
<br />This Agreement may h* terminated by the City upon thirty (30} days written notice of
<br />termination, In such event, Consultant shall be entitled to receive and the City shall pay Consultant
<br />compensation for all services performed by Consultant prior to receipt of such notice of termination, subject
<br />tv the following conditions:
<br />X As a condition of such payment, the Executivo Director may require Consultant to deliver to the
<br />City all work product completed as of such date, and in such case such work productshall be the property of
<br />the City umess prohibited by law, and Consultant consents to the City's use thereof for such purposes as the
<br />City deems appropriate.
<br />B. Payment need not \m made for work which fails to meet the standard o[ performance specified it)
<br />the Recitals of this Agreement,
<br />13. BI8CRIMIMATimN
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orienwtion, age, national origin, ancestry, or disability,as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities.
<br />Consultant affirms that it ix air equal opportunity cumpioyer and shall comply with all applicable federal,
<br />state and local laws and regulations,
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