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have been given twenty-four (24) hours after the time set forth on the transmission report issued
<br />by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating
<br />these time frames, weekends, federal, state, County or City holidays shall be excluded.
<br />It. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral
<br />or written, between the parties. In the event of a conflict between the terms of this Agreement
<br />and any attachments hereto, the terms of this Agreement shall prevail and will serve to fully
<br />supersede existing Agreement. This Agreement may not be modified except by written
<br />instrument signed by the City and by an authorized representative of Consultant. The parties
<br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent
<br />with, or in addition to, that terms or conditions hereof, shall not bind or obligate Consultant nor
<br />the City. Each party to this Agreement acknowledges that no representations, inducements,
<br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
<br />behalf of any parties, which are not embodied herein.
<br />12. 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
<br />the City's prior written consent shall be considered null and void. Nothing in this Agreement
<br />shall be construed to limit the City's ability to have any of the services that are the subject to this
<br />Agreement performed by City personnel or by other Consultants retained by City.
<br />13. TERMINATION
<br />This Agreement may be terminated by the City with thirty (30) days written notice of
<br />termination to the Consultant.
<br />a. As a condition of such payment, the City may require Consultant to deliver to the City
<br />all the work product completed, as of such date, and in such case, such work product shall be the
<br />property of the City unless prohibited by law, and Consultant consents to the City's use thereof
<br />for such purposes, as the City deems appropriate.
<br />b. Payment need not be made for work that fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
<br />15. NON-DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, relation, sex, marital
<br />status, sexual orientation, gender identity, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion,
<br />termination or other employment related activities or any activities under this Agreement.
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