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Professional Services Agreement with URS Corporation
<br />December 16, 2014
<br />Page 5 of 7
<br />A party may change its address by giving notice in writing to the other party. Thereafter, any
<br />communication shall be addressed and transmitted to the new address. If sent by mail, communication
<br />shall be effective or deemed to have been given three (3) days after it has been deposited in the United
<br />States trail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by
<br />telefacsimile, 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, addressed
<br />as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City
<br />holidays shall be excluded.
<br />12. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event
<br />of a conflict between the terms of this Agreement and any attachments hereto, the terms of this
<br />Agreement shall prevail. This Agreement may not be modified except by written instrument signed by
<br />the authorized representatives of the parties. 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 terns and conditions
<br />hereof, shall not bind or obligate Consultant or the City, Each party to this Agreement acknowledges that
<br />no representations, inducements, promises or agreements, orally or otherwise, have been made by any
<br />party, or anyone acting on behalf of any party, which is not embodied herein.
<br />13. 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 />14. TERMINATION
<br />This Agreement may be 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 perforled by Consultant prior to receipt of such notice of termination, subject
<br />to the 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
<br />be the property of the City unless prohibited by law, and Consultant consents to the City's use
<br />thereof for such purposes as the City deems appropriate.
<br />b. Payment need not be made for work which fails to meet the standard of performance
<br />specified in the Recitals of this Agreement,
<br />15. DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />25F -11
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