|
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
<br />time frames, weekends, federal, state, County or City holidays shall be excluded.
<br />10. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Provider regarding the subject matter herein, and supersedes any and all other agreements, oral or
<br />written, 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 not be
<br />modified except by written instrument signed by the City and by an authorized representative of
<br />Provider. The parties agree that any terms or conditions of any purchase order or other instrument
<br />that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
<br />obligate Provider 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 anyone
<br />acting on behalf of any party, which is not embodied herein.
<br />11. ASSIGNMENT
<br />The experience, knowledge, capability and reputation of Provider were a substantial
<br />inducement for City to enter into this Agreement. Therefore, Provider may not assign, transfer,
<br />delegate, or subcontract any interest herein without the prior written consent of the City and any
<br />such assignment, transfer, delegation or subcontract without the City's prior written consent shall
<br />be considered null and void.
<br />12. TERMINATION
<br />This Agreement may be terminated by the City upon seven (7) days written notice of
<br />termination. In such event, Provider shall be entitled to receive, and City shall pay Provider,
<br />compensation for all services rendered prior to the effective date of termination.
<br />13. RECORDS
<br />Provider shall keep records and invoices in connection with the work to be performed under
<br />this Agreement. Provider shall maintain complete and accurate records with respect to the costs
<br />incurred under this Agreement and any services, expenditures, and disbursements charged to the
<br />City for a minimum period of three (3) years, or for any longer period required by law, from the
<br />date of final payment to City under this Agreement. Provider shall allow inspection of all work,
<br />data, documents, proceedings, and activities related to this Agreement for a period of three (3)
<br />years from the date of final payment to City under this Agreement.
<br />14. NON-DISCRIMINATION
<br />Provider 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, teaching, training, utilization, promotion, termination
<br />or other employment related activities or in connection with any activities under this Agreement.
<br />Page 5 of 7
<br />
|