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States mail, duly ro istered or certified, withpostage prepaid, and addressed as setforth above. %£sent by fax, communicatiot shall be affective or deemed to have been given twenty-four (24) hours after the time set forth on the tm ismission report issued by the transmitting t'aasimile machine, addressed as set forth above. For pnrrpo s of calculating these timeflamas, weekends, federal, state, County or City holidays shall be excluded. A EXCLU81"T'Y AND AAWNIDAMNT This Agree At represents the complete and exclusive statement between the City and Contractor regard' g the subject matter herein, add supersedes any and all other agwement% oral or written, between ti e parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, thetermsofthisAgmemantshallprevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The: parties agree that any tern i or conditions of any purchase order or other instrument that are inconsistent with, or in. addition tq,,thcU rms and conditions hereof, shall not hind or obligate Contractor orthe City. Each party to this A,grement knowledges that to representations, inducements, promisor or agreements, orally or otherwise, have boc it made by any party, or anyone acting on behalf orany patty, which are not embodied herein._ 15. ASt�'iGl�tNdI NT Inasmuch v s this Agreement is intended to secure the speoialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontraatwithout the Qrs prior written consent she l be considered nail and void. Nothing in this Agreement shallbe construed to limit the City's ability to have any of the services which are the subject to this Agreement perFormed by City personnel or by othrr Consultants retained by City. 16; WAit'UER No. waived 'breach, failure of any condition, or any right or remedy contained in or granted by the provisions of th a Agreement shall be efective unless it is in writing and signed by the party waiving the breach, frfure, fight or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any of for breach, failure, right or remedy, whether or not similar, roof shall any waiver constitute a con inung waiver unless tho writing so specifies. 17. This Agre . cntmay be terminated by the City upon thirty(30) days written notice of termination. In such events Coril ructor shall be entitled to receive and the City shall pay Contractor compensation. for all services perforroed by Contractor priortoreaeipt of snahnotice oftermina#lon, subject to Ole foRriwing conditions: a: As condition of such payment,. the Executive Director my require. Contractor to deliver to th 'City all work product completed as of such date, and in such case such work product sisaI be the property of the City unless prohibited by law, and Contractor consents to the page 7 of