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States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by
<br />fax, communication shall be, effective or deemed to have been given twenty-four (24) hours after the time
<br />set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth
<br />above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays
<br />shall be excluded.
<br />13. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Contractor
<br />regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between
<br />the parties, In the event of a conflict between the terms of this Agreement and any attachments hereto, the
<br />terns of this Agreement shall prevail, This Agreement may not be modified except by wriiten instrument
<br />signed by the City and by an authorized representative of Contractor. The parties agree that any terns or
<br />conditions of any purchase order or other instniment that are inconsistent with, or in addition to, the terns
<br />and conditions hereof, shall not bind or obligate Contractor or the City, Each party to this Agreement
<br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been
<br />made by any party, or anyone acting on behalf of any party, which are not einbodied herein.
<br />1.4. 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 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 the
<br />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 />15. TERMINATION
<br />This Agreement may terminated by the City upon thirty (30) days written notice of termination.
<br />,In such event, Contractor shall be entitled to receive and the City shall pay Consultant compensation for
<br />all services performed by Contractor prior to receipt of such notice of termination, subject to the following
<br />conditions:
<br />a. As a condition of such payment, the Executive Director may require Contractor to deliver
<br />to the City all work product completed as of such date, and in such case such work product
<br />shall be the property of the City unless prohibited, by law, and Contractor consents to the
<br />City's use thereof for such purposes as the City deems appropriate.
<br />b. Payment need not be made for work that fails to meet the standard of performance
<br />specified in the recitals of this Agreement.
<br />16. NONDISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as dcfnred and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities
<br />or in connection with any activities under this Agreement. Contractor affinns that it is an equal opporlrulity
<br />employer and shall comply with all applicable federal, state and local 'laws and regulations.
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