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address. If sent by mail, communication shall be effective or deemed to have been given three (3) days <br />after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and <br />addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have <br />been given twenty-four (24) hours after the time set forth on the transmission report issued by the <br />transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time <br />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 Consultant, <br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict <br />between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall <br />prevail. This Agreement may not be modified except by written instrument signed by the City and by an <br />authorized representative of Consultant. The parties agree that any terms or conditions of any purchase <br />order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, <br />shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by any party, <br />or anyone acting on behalf of any party, which are not embodied herein. <br />11. ASSIGNMENT <br />Inasmuch 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 City's prior <br />written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit <br />the City's ability to have any of the services which are the subject to this Agreement performed by City <br />personnel or by other consultants retained by City. <br />12. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination. <br />In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for <br />all services performed by Consultant prior to receipt of such notice of termination, subject to the <br />following conditions: <br />A. As a condition of such payment, the Executive Director may require Consultant to deliver to <br />the City all work product completed as of such date, and in such case such work product shall be the <br />property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such <br />purposes as the City deems appropriate. <br />B. Payment need not be made for work which fails to meet the standard of performance specified <br />in the Recitals of this Agreement <br />13. DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual <br />5