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communication shall be effective or deemed to have been given three (3) days after it has been
<br /> deposited in the United States mail, duly registered or certified, with postage prepaid, and
<br /> addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
<br /> been given twenty-four(24) hours after the time set forth on the transmission report issued by the
<br /> transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
<br /> time frames, weekends, federal, state, County or City holidays shall be excluded.
<br /> 11. EXCLUSIVITY AND AMENDMENT
<br /> This Agreement represents the complete and exclusive statement between the City and
<br /> Partner regarding the subject matter herein, and supersedes any and all other agreements, oral or,
<br /> written, between the parties. In the event of a conflict between the terms of this Agreement and
<br /> any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be
<br /> modified except by written instrument signed by the City and by an authorized representative of,
<br /> Partner. The parties agree that any terms or conditions of any purchase order or other instrument
<br /> that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
<br /> obligate Partner or the City. Each party to this Agreement acknowledges that no representations,
<br /> inducements,promises or agreements,orally or otherwise, have been made by any party,or anyone
<br /> acting on behalf of any party, which are not embodied herein.
<br /> 12. ASSIGNMENT
<br /> Inasmuch as this Agreement is intended to secure the specialized services of Partner.,
<br /> Partner 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 &-subcontract without
<br /> the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
<br /> be construed to limit the City's ability to have any of the services which are the subject to this
<br /> Agreement performed by City personnel or by other partners retained by City.
<br /> 13. CANCELLLATION OR TERMINATION
<br /> a. If, because of war, fire, strike, civil strife, government regulation, natural catastrophe,
<br /> an act of terrorism or public enemy, an act of God, or any reason beyond the reasonable control of
<br /> City,the Event or any part thereof is prevented from being held or is cancelled by City, City, in its
<br /> sole discretion, shall determine and refund to the Partner its proportionate share of the balance of
<br /> the aggregate partner fees received that remain after deducting actual expenses incurred by City.
<br /> In no case shall the amount of the refund to the Partner exceed the amount of the fee paid. City
<br /> reserves the right to cancel any portion of the Event as it deems necessary and appropriate and, in
<br /> such event, shall refund to the Partner the applicable share of Partner fees applicable to such
<br /> cancelled portion of the Event.
<br /> b. Cancellation by the Partner will be accepted only in writing. In the event of cancellation
<br /> by Partner, not due to an event in section 13(a) of this Agreement or City's breach of this
<br /> Agreement, Partner will remain obligated for 100%of the partnership fee, and City will retain the
<br /> right to seek and retain an alternate partner in City's sole discretion.
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