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<br />report issued by the transmitting facsimile machine, addressed as set forth above. For purposes
<br />of calculating these time frames, weekends, federal, state, County or City holidays shall be
<br />excluded.
<br />
<br />9.
<br />
<br />EXCLUSIVITY AND AMENDMENT
<br />
<br />This Agreement represents the complete and exclusive statement between the City,
<br />Agency and Consultant, and supersedes any and all other agreements, oral or written, between
<br />the parties. In the event of a conflict between the terms of this Agreement and any attachments
<br />hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except
<br />by written instrument signed by the City, Agency and by an authorized representative of
<br />Consultant. The parties agree that any terms or conditions of any purchase order or other
<br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
<br />bind or obligate Consultant nor the City or Agency. Each party to this Agreement acknowledges
<br />that no representations, inducements, promises or agreements, orally or otherwise, have been
<br />made by any party, or anyone acting on behalf of any party, which are not embodied herein.
<br />
<br />10. ASSIGNMENT
<br />
<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 or Agency and any such assignment, transfer, delegation or
<br />subcontract without the City's or Agency's prior written consent shall be considered null and
<br />void. Nothing in this Agreement shall be construed to limit the City's or Agency's ability to have
<br />any of the services which are the subject to this Agreement performed by City or Agency
<br />personnel or by other consultants retained by those parties.
<br />
<br />11.
<br />
<br />TERMINATION
<br />
<br />This Agreement may be terminated by the City/Agency upon thirty (30) days written
<br />notice of termination. In such event, Consultant shall be entitled to receive and the City/Agency
<br />shall pay Consultant compensation for all services performed by Consultant prior to receipt of such
<br />notice of termination, subject to the following conditions:
<br />
<br />a. As a condition of such payment, the Executive Director may require Consultant to deliver
<br />to the City/Agency all work product completed as of such date, and in such case such work product
<br />shall be the property of the City/Agency unless prohibited by law, and Consultant consents to the
<br />City's/Agency's use thereoffor such purposes as the City/Agency deems appropriate.
<br />
<br />b. Payment need not be made for work which fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
<br />
<br />12.
<br />
<br />DISCRIMINATION
<br />
<br />Consultant shall not discriminate because ofrace, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
<br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
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