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communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed. as set forth above, If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above, For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement mpresents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instument that are inconsistent with, or in addition to, that terns and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. a. The Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unloss prohibited by law, and Consultant consents to the City s use thereof for such put-poses as the City deems appropriate. b, Payment need not be made for work which fails to meet the standard of per fortnance specified in the Recitals of this Agreerent. 16. DISCRIMINATION Consultant shall not disarhninate, because of race, color, creed, religion, sex, marital status, sexual orientation, age, national ori gin, ancestry, or disability, as defined and prohibited by 25C -10