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<br /> 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.
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<br /> 10. EXCLUSIVITY AND AMENDMENT
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<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.
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<br /> 12. TERMINATION
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<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
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<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
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<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.
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<br /> 25E-7
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