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<br /> States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by
<br /> facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after
<br /> the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set
<br /> forth above. For purposes of calculating these time frames, weekends, federal, state, County or City
<br /> holidays shall be excluded.
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<br /> 12. EXCLUSIVITY AND AMENDMENT
<br /> This Agreement represents the complete and exclusive statement between the City and
<br /> Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event
<br /> of a conflict between the terms of this Agreement and any attachments hereto, the terms of this
<br /> Agreement shall prevail. This Agreement may not be modified except by written instrument signed by
<br /> the City and by an authorized representative of Consultant. The parties agree that any terms or conditions
<br /> of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and
<br /> conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement
<br /> acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have
<br /> been made by any party, or anyone acting on behalf of any party, which are not embodied herein.
<br /> 13. ASSIGNMENT
<br /> Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
<br /> Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written
<br /> consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior
<br /> written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit
<br /> the City's ability to have any of the services which are the subject to this Agreement performed by City
<br /> personnel or by other consultants retained by City.
<br /> 14. TERMINATION
<br /> This Agreement may be terminated by the City upon thirty (30) days written notice of
<br /> termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
<br /> compensation for all services performed by Consultant prior to receipt of such notice of termination, subject
<br /> to the following conditions:
<br /> a. As a condition of such payment, the Executive Director may require Consultant to deliver to the
<br /> City all work product completed as of such date, and in such case such work product shall be the property of
<br /> the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the
<br /> City deems appropriate. However, any use of unfinished work product shall be at City's sole risk.
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<br /> b. Payment need not be made for work which fails to meet the standard of performance specified in
<br /> the Recitals of this Agreement.
<br /> 15. DISCRIMINATION
<br /> Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br /> orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br /> recruitment, selection, training, utilization, promotion, termination or other employment related activities.
<br /> Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal,
<br /> state and local laws and regulations.
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<br /> 16. JURISDICTION - VENUE
<br /> This Agreement and all questions relating to its validity, interpretation, performance, and
<br /> enforcement shall be government and construed in accordance with the laws of the State of California.
<br /> This Agreement has been executed and delivered in the State of California and the validity, interpretation,
<br /> performance, and enforcement of any of the clauses of this Agreement shall be determined and governed
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<br /> 25B-7
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