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addressed as set forth above. If sent by telefacsimile, communication shall be effective or
<br />deemed to have been given twenty-four (24) hours after the time set forth on the transmission
<br />report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of
<br />calculating these time frames, weekends, federal, state, County or City holidays shall be
<br />excluded.
<br />10. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Contractor, 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 terms
<br />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 Contractor. 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, the terms and conditions hereof, shall not bind or obligate Contractor 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 party, which is not embodied herein.
<br />11. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
<br />Contractor 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 shall
<br />be construed to limit the City's ability to have any of the services which are the subject to this
<br />Agreement performed by City personnel or by other consultants retained by City.
<br />12. TERMINATION
<br />This Agreement may be terminated
<br />• Immediately upon the written agreement of both parties
<br />• By the City upon thirty (30) days written notice to Contractor
<br />• By the Contractor upon 120 days written notice to City
<br />13. DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, 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. Contractor affirms that it is an equal opportunity employer and
<br />shall comply with all applicable federal, state and local laws and regulations.
<br />14. 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 be
<br />brought or arise out of, in connection with or by reason of this Agreement.
<br />25E-7
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