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deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed
<br />as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have
<br />been given twenty -four (24) hours after the time set forth on the transmission report issued by the
<br />transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time
<br />frames, weekends, federal, state, County or City holidays shall be excluded.
<br />14. 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
<br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of
<br />this Agreement shall prevail. This Agreement may not be modified except by written instrument
<br />signed by the City and by an authorized representative of Consultant. The parties agree that any
<br />terms or conditions of any purchase order or other instrument that are inconsistent with, or in
<br />addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor the City.
<br />Each party to this Agreement acknowledges that no representations, inducements, promises or
<br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
<br />party, which are not embodied herein.
<br />15. 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
<br />written consent of the City and any such assignment, transfer, delegation or subcontract without the
<br />City's prior written consent shall be considered null and void. Nothing in this Agreement shall be
<br />construed to limit the City's ability to have any of the services which are the subject to this
<br />Agreement performed by City personnel or by other consultants retained by City.
<br />16. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination.
<br />a. The Executive Director may require Consultant to deliver to the City all work product
<br />completed as of such date, and in such case such work product shall be the property of the City unless
<br />prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City
<br />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 />17. DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />25C -24
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