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addressed as set forth above. If sent by telefacsimile, communication shall be effective or <br />deemed to have been given twenty -four (24) hours after the time set forth on the transmission <br />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 Agency holidays shall be <br />excluded. <br />10. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the Agency <br />and Contractor, and supersedes any and all other agreements, oral or written, between the parties. <br />In the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the Agency and by an authorized 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 or obligate Contractor nor <br />the Agency. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br />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 Contractor, <br />Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the Agency and any such assignment, transfer, delegation or subcontract <br />without the Agency's prior written consent shall be considered null and void. Nothing in this <br />Agreement shall be construed to limit the Agency's ability to have any of the services which are <br />the subject to this Agreement performed by Agency personnel or by other consultants retained by <br />Agency. <br />12. TERMINATION <br />This Agreement may be terminated by the Agency upon thirty (30) days written notice of <br />termination. In such event, Contractor shall be entitled to receive and the Agency shall pay <br />Contractor compensation for all services performed by Contractor prior to receipt of such notice of <br />termination. <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 employer <br />and shall comply with all applicable federal, state and local laws and regulations. <br />4 -19 <br />