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<br />I <br /> <br />deemed to have been given twenty-four (24) hours after the time set forth on the transmission <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 />11. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City and <br />XONOVIA, and supersedes any and all other agreements, oral or written, between the parties. In <br />the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms ofthis Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative ofXONOVIA. 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, the terms and conditions hereof, shall not bind or obligate XONOVIA 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 party, which are not embodied herein. <br /> <br />12. ASSIGNMENT <br /> <br />Inasmuch as this Agreement is intended to secure the specialized services ofXONOVIA, <br />XONOVIA may not assign, transfer, delegate, or subcontract any interest herein without the <br />prior written consent ofthe City and any such assignment, transfer, delegation or subcontract <br />without the City's prior written consent shall be considered null and void. Nothing in this <br />Agreement shall be construed to limit the City's ability to have any of the services which are the <br />subject to this Agreement performed by City personnel or by other consultants retained by City. <br /> <br />13. TERMINATION <br /> <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, XONOVIA shall be entitled to receive and the City shall pay <br />XONOVIA compensation for all services performed by XONOVIA prior to receipt of such notice <br />of termination, subject to the following conditions: <br /> <br />a. As a condition of such payment, the Executive Director may require XONOVIA to <br />deliver to the City all work product completed as of such date, and in such case such work product <br />shall be the property of the City unless prohibited by law, and XONOVIA consents to the City's use <br />thereof for such purposes as the City 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 />14. DISCRIMINATION <br /> <br />XONOVIA shall not discriminate because of race, color, creed, religion, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited <br /> <br />6 <br />