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of calculating these time frames, weekends, federal, state, County or City holidays shall be
<br />excluded.
<br />8. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Surgeon, and supersedes any and all other agreements, oral or written, between the parties.
<br />This Agreement may not be modified except by written instrument signed by the City and by an
<br />authorized representative of Surgeon. The parties agree that any terms or conditions of any
<br />purchase order or other instrument that are inconsistent with, or in addition to, that terms and
<br />conditions hereof, shall not bind or obligate Surgeon nor the City. Each party to this Agreement
<br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise,
<br />have been made by any party, or anyone acting on behalf of any party, which are not embodied
<br />herein.
<br />9. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Surgeon shall be entitled to receive and the City shall pay Surgeon
<br />compensation for all services performed by Surgeon prior to receipt of such notice of termination,
<br />subject to the condition that payment need not be made for work which fails to meet the standard of
<br />performance specified in the Recitals of this Agreement.
<br />10. DISCRIMINATION
<br />Surgeon 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 other
<br />employment related activities. Surgeon affirms that it is an equal opportunity employer and shall
<br />comply with all applicable federal, state and local laws and regulations.
<br />11. 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 />shall be determined and governed by the laws of the State of California. Both parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may
<br />be brought or arise out of, in connection with or by reason of this Agreement.
<br />12. PROFESSIONAL LICENSES
<br />Surgeon shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services
<br />hereunder and required by the laws and regulations of the United States, the State of California,
<br />the City of Santa Ana and all other governmental agencies. Surgeon shall notify the City
<br />immediately and in writing of her inability to obtain or maintain such permits, licenses,
<br />approvals, waivers, and exemptions. Said inability shall be cause for termination of this
<br />Agreement.
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