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deposited in the United States mail, duly registered or certified, with postage prepaid, and
<br />addressed as set forth above. If sent by fax, communication shall be effective or deemed to
<br />have been given twenty -four (24) hours after the time set forth on the transmission report
<br />issued by the transmitting facsimile machine, addressed as set forth above. For purposes of
<br />calculating these time frames, weekends, federal, state, County or City holidays shall be
<br />excluded.
<br />13. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />University, 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 City and by an authorized representative of University. The parties
<br />agree that any terms or conditions of any purchase order or other instrument that are
<br />inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate
<br />University or the City. Each party to this Agreement acknowledges that no representations,
<br />inducements, promises or agreements, orally or otherwise, have been made by any party, or
<br />anyone acting on behalf of any party, which are not embodied herein.
<br />14. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of
<br />University, University may not assign, transfer, delegate, or subcontract any interest herein
<br />without the prior written consent of the City and any such assignment, transfer, delegation or
<br />subcontract without the City's prior written consent shall be considered null and void. Nothing in
<br />this Agreement shall be construed to limit the City's ability to have any of the services which are
<br />the subject to this Agreement performed by City personnel or by other Universities retained by
<br />City.
<br />15. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, University shall be entitled to receive and the City shall pay
<br />University compensation for all non - cancellable commitments and services performed by
<br />University prior to receipt of such notice of termination, subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require University to
<br />deliver to the City all work product completed as of such date, and in such case
<br />such work product shall be the property of the City unless prohibited by law, and
<br />University consents to the City's use thereof for such purposes as the City deems
<br />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 />16. DISCRIMINATION
<br />University 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
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