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with postage prepaid, and addressed as set forth above. If sent by fax, communication
<br />shall be effective or deemed to have been given twenty-four (24) hours after the time set
<br />forth on the transmission report issued by the transmitting facsimile machine, addressed
<br />as set forth above. For purposes of calculating these time frames, weekends, federal,
<br />state, County or City holidays shall be excluded.
<br />13. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the
<br />City and Consultant, and supersedes any and all other agreements, oral or written,
<br />between the parties. In the event of a conflict between the terms of this Agreement and
<br />any attachments hereto, the terms of this Agreement shall prevail. This Agreement may
<br />not be modified except by written instrument signed by the City and by an authorized
<br />representative of Consultant. The parties agree that any terms or conditions of any
<br />purchase order or other instrument that are inconsistent with, or in addition to, the terms
<br />and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this
<br />Agreement acknowledges that no representations, inducements, promises or
<br />agreements, orally or otherwise, have been made by any party, or anyone acting on
<br />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 />Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest
<br />herein without the prior written consent of the City and any such assignment, transfer,
<br />delegation or subcontract without the City's prior written consent shall be considered null
<br />and void. Nothing in this Agreement shall be construed to limit the City's ability to have
<br />any of the services which are the subject to this Agreement performed by City personnel
<br />or by other consultants retained by City.
<br />15. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written
<br />notice of termination. In such event, Consultant shall be entitled to receive and the City
<br />shall pay Consultant compensation for all services performed by Consultant prior to
<br />receipt of such notice of termination, subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require
<br />Consultant to deliver to the City all work product completed as of such
<br />date, and in such case such work product shall be the property of the City
<br />unless prohibited by law, and Consultant consents to the City's use
<br />thereof for such purposes as the City deems 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 />Consultant shall not discriminate because of race, color, creed, religion, sex,
<br />marital status, sexual orientation, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, in the recruitment, selection, training, utilization,
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