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communication shall be effective or deemed to have been given three (3) days after it has been <br />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 Police Chief 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 />