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delivery, or other communication shall be effective or deemed to have been given twenty-four
<br />(24) hours after the time set forth on the transmission report issued by the transmitting
<br />facsimile machine, addressed as set forth above. For purposes of calculating these time
<br />frames, weekends, federal, state, County or City holidays shall be excluded.
<br />10. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />PROMOTER, and supersedes any and all other agreements, oral or written between the
<br />parties. In the event of a conflict between the terms of this Agreement and any attachments
<br />hereto, the terms of this Agreement shall prevail. This Agreement may not be modified
<br />except by written instrument signed by the City and by an authorized representative of
<br />PROMOTER. The parties agree that any terms or conditions of any purchase order or other
<br />instrument that are inconsistent with, or in addition to, that terns and conditions hereof, shall
<br />not bind or obligate PROMOTER nor the City. Each party to this Agreement acknowledges
<br />that no representations, inducements, promises or agreements, orally or otherwise, have been
<br />made by any party, or anyone acting on behalf of any party, which are not embodied herein.
<br />11. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of PROMOTER,
<br />PROMOTER may not assign, transfer, delegate, or subcontract any interest herein without the
<br />prior written consent of the City and any such assignment, transfer, delegation or subcontract
<br />without the City's prior written consent shall be considered null and void. Nothing in this
<br />Agreement shall be construed to limit the City's ability to have any of the services which are
<br />the subject to this Agreement performed by City personnel or by other PROMOTER'S
<br />retained by city.
<br />12. TERMINATION
<br />This Agreement may be terminated by the City upon failure of the PROMOTER to perform
<br />any of the requirements and/or conditions as set forth in this agreement including any
<br />exhibits.
<br />13. DISCRIMINATION
<br />PROMOTER shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or
<br />other employment related activities. PROMOTER affirms that it is an equal opportunity
<br />employer and shall comply with all applicable federal, state and local laws and regulations.
<br />14. JURISDICTION — VENUE
<br />This Agreement and all questions relating to its validity, interpretation, performance, and
<br />enforcement shall be government and construed in accordance with the laws of the State of
<br />California. This Agreement has been executed and delivered in the State of California and
<br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
<br />shall be determined and governed by the laws of the State of California. Both parties further
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