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<br />addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or
<br />other communication shall be effective or deemed to have been given twenty-four (24) hours
<br />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,
<br />state, County or City holidays shall be excluded.
<br />
<br />10. EXCLUSIVITY AND AMENDMENT
<br />
<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 parties.
<br />In the event of a conflict between the terms of this Agreement and any attachments hereto, the
<br />terms of this Agreement shall prevail. This Agreement may not be modified except by written
<br />instrument signed by the City and by an authorized representative of PROMOTER. 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 and conditions hereof, shall not bind or obligate PROMOTER
<br />nor 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 party, which are not embodied herein.
<br />
<br />11. ASSIGNMENT
<br />
<br />Inasmuch as this Agreement is intended to secure the specialized services of
<br />PROMOTER, PROMOTER may not assign, transfer, delegate, or subcontract any interest herein
<br />without the prior written consent of the City and any such assignment, transfer, delegation or
<br />subcontract without the City's prior written consent shall be considered null and void. Nothing in
<br />this Agreement shaIl 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 PROMOTERs retained by
<br />City.
<br />
<br />12. TERMINATION
<br />
<br />This Agreement may be terminated by the City upon failure of Promoter to perform any
<br />ofthe requirements and/or conditions as set forth in this agreement including any exhibits.
<br />
<br />13. DISCRIMINATION
<br />
<br />PROMOTER shall not discriminate because ofrace, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
<br />by 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 />
<br />14. JURISDICTION - VENUE
<br />
<br />This Agreement and all questions relating to its validity, interpretation, performance, and
<br />enforcement shaIl be govermnent and construed in accordance with the laws of the State of
<br />
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