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by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating <br />these 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 />Consultant regarding the subject matter hereur, 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 <br />and any attachments hereto, the terms of this Agreement shall prevail and will serve to fully <br />supersede existing Agreement. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative of Consultant. 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, that terms or conditions hereof, shall not bind or obligate Consultant 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 parties, which are not embodied herein. <br />12. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, <br />Consultant 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 <br />shall be construed to limit the City's ability to have any of the services that are the subject to this <br />Agreement performed by City personnel or by other Consultants retained by City. <br />13. TERMINATION <br />Except as otherwise specified herein, this Agreement may be terminated by the City with <br />fifteen (15) days written notice of termination to the Consultant. Payment need not be made for <br />work that fails to meet the standard of performance specified in the Recitals of this Agreement. <br />14. NON-DISCRIMINATION <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 <br />this Agreement. Provider affirms that it is an equal opportunity employer and shall comply with <br />all applicable federal, state and local laws and regulations. <br />15. JURISDICTION - VENUE <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />Page 6 of 8 <br />#217320 <br />