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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 /> 9. EXCLUSIVITY AND AMENDMENT
<br /> This Agreement represents the complete and exclusive statement between the City and
<br /> Provider, and supersedes any and all other agreements, oral or written, between the parties. In
<br /> 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 Provider. The parties agree
<br /> that any terms or conditions of any purchase order or other instrument that are inconsistent with,
<br /> or in addition to, the terms and conditions hereof, shall not bind or obligate Provider nor the City.
<br /> Each party to this Agreement acknowledges that no representations, inducements, promises or
<br /> agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
<br /> party, which are not embodied herein.
<br /> 10. ASSIGNMENT
<br /> Inasmuch as this Agreement is intended to secure the specialized services of Provider,
<br /> Provider 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.
<br /> 11. TERMINATION
<br /> This Agreement may be terminated by the City upon thirty (30) days written notice of
<br /> termination. In such event, Provider shall pay City all compensation due prior to receipt of such
<br /> notice of termination.
<br /> 12. DISCRIMINATION
<br /> Provider 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. Provider affirms that it is an equal opportunity employer and shall
<br /> comply with all applicable federal, state and local laws and regulations.
<br /> 13. 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 /> 14. LICENSES
<br /> Provider shall, throughout the term of this Agreement, maintain all necessary licenses,
<br /> permits, approvals, waivers, and exemptions necessary for the provision of the services
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