HUMANE AMERICA ANIMAL FOUNDATION

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0170�I2001 10:19 31040615F" :HUMANE AMERICA PAGE 07 effective or deemed to have been given twenty-four (24) hours after the time set Forth on the transmission report issued by the transmitting facsimile machine, addressed as set fQrth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the temas of this Agreement shall prevail. This Agme mQnt way not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other in,strummt that are inconsistent with, or in addition to, the tuts and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement PrAnowledges that no representatiqus, ixnducements, promises or agreemonts, orally of otherwise, have been made by any ply, or anyone acting on behalf of any party, which are not embodied herein- 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prier written consent of the City and any such assignment, transfer, delegation or subcontract witbQut the City's prior written consent shall be considered null and void-1Notbing in this A.grooment shall be 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 other consultants retaixred by City- 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of teu nitration, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such elate, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consezats to the City's use thereof for such purposos as the City deems appropriate. b. Payment need not be made for work whirb fails to weet the standard of perfounance specified in the Recitals of this Agreement. 13. DISCRIMINATION CQxnultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization,