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Exhibit 7
<br />time frames, weekends, federal, state, County or City holidays shall be excluded.
<br />14. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral
<br />or 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 />Contractor. 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 Contractor or the City. Each party to this Agreement acknowledges that no
<br />representations, inducements, promises or agreements, orally or otherwise, have been made by any
<br />party, or anyone acting on behalf of any party, which are not embodied herein.
<br />15. 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
<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 consultants retained by City.
<br />16. TERMINATION
<br />Except as otherwise specified herein, this Agreement may be terminated by the City upon
<br />thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive
<br />and the City shall pay Consultant compensation for all services performed by Contractor prior to
<br />receipt of such notice of termination, except that, payment need not be made for work that fails to
<br />meet the standard of performance specified in the Recitals of this Agreement.
<br />17. NONDISCRIMINATION
<br />Provider shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military and veteran status, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
<br />promotion, termination or other employment related activities or any services provided under this
<br />Agreement. Provider affirms that it is an equal opportunity employer and shall comply with all
<br />applicable federal, state and local laws and regulations.
<br />18. JURISDICTION - VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity,
<br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
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