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shall be effective or deemed to have been given three (3) days after it has been deposited in the United <br />States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent <br />by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) <br />hours after the time set forth on the transmission report issued by the transmitting facsimile machine, <br />addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, <br />Comity 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 />Contractor, and supersedes any aid all other agreements, oral or written, between the parties. In the <br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this <br />Agreement shall prevail. This Agreement may not be modified except by written instrument signed by <br />the City and by an authorized representative of Contractor. The parties agree that any terms or <br />conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that <br />terns and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this <br />Agreement aclauowledges 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 <br />embodied herein. <br />In the event of a conflict between the terms of this Agreement and any Exhibits or Attachments <br />hereto, the terms of this Agreement shall prevail, followed by the provisions of Exhibit A. <br />12. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />Contractor 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 or subcontract without the <br />City's prior written consent shall be considered null and void. Nothing in this Agreement shall be <br />construed to limit the City's ability to have any of the services which are the subject to this Agreement <br />performed by City personnel or by other Contractors retained by City. <br />1.3. TERMINATION AND DAMAGES <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor <br />compensation for all services performed by Contractor prior to receipt of such notice of termination, <br />subject to the following conditions: <br />a. Payment need not be made for work which fails to meet the standard of performance specified <br />in the Recitals of this Agreement. <br />b. Material Breach: If the Director determines the Contractor has failed in the performance of <br />its duties and/or schedule as provided, the Director may consider the Contractor in material breach. <br />City may exercise all remedies in law or equity including but not limited to: 1) withholding all or a <br />portion of payment owed relative to any such failure to perform or for any delay in performance, and <br />2) directing the work be accomplished by either City employees or another contractor at Contractor's <br />expense, as determined by the Director. Contractor shall be responsible for all costs resulting from <br />breach, including incidental and consequential damages. In the event of a material breach, which <br />JZL - <br />