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prepaid, and addressed as set forth above. If sent by telefacsimile, 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 transmitting facsimile
<br />machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or
<br />City holidays shall be excluded.
<br />11. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes
<br />any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this
<br />Agreement and any Exhibits or Attachments hereto, the terms of this Agreement shall prevail, followed by the provisions
<br />of Exhibit A. This Agreement may not be modified except by written instrument signed by the City and by an authorized
<br />representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that
<br />are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City.
<br />Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or
<br />otherwise, have been made by any party, or anyone 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 Contractor, Contractor may not
<br />assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such
<br />assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void.
<br />Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of
<br />this Agreement performed by City personnel or by other Contractors retained by City.
<br />13. TERMINATION AND DAMAGES
<br />This Agreement may be terminated by either party upon ninety (90) days written notice of termination. In such
<br />event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by
<br />Contractor prior to receipt of such notice of termination, subject to the following conditions:
<br />a. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals
<br />of this Agreement and the Specifications set forth in Exhibit A.
<br />b. Payment need not be made for work which fails to meet the standard of performance specified in the
<br />Recitals of this Agreement and in the Specifications attached hereto.
<br />C. Material Breach: If the Executive Director determines the Contractor has failed in the performance of its
<br />duties and/or schedule as provided, the Executive Director may consider the Contractor in material breach. City may
<br />exercise all remedies in law or equity including but not limited to: 1) withholding all or a portion of payment owed relative
<br />to any such failure to perform or for any delay in performance, and 2) directing the work be accomplished by either City
<br />employees or another contractor at Contractor's expense, as determined by the Executive Director. Contractor shall be
<br />responsible for all costs resulting from breach, including incidental and consequential damages. In the event of a material
<br />breach, which remains uncured after five (5) days notice to Contractor, City may terminate this Agreement upon thirty
<br />(3 0) days written notice of termination.
<br />14. DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age,
<br />national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training,
<br />utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity
<br />employer and shall comply with all applicable federal, state and local laws and regulations.
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