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A party may change its address by giving notice in writing to the other party. Thereafter, any
<br />communication shall be addressed and transmitted to the new address. If sent by mail, communication
<br />shall be effective or deemed to have been given three (3) days after it has been deposited in the United
<br />States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent
<br />by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24)
<br />hours 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, state,
<br />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 the
<br />event 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 Provider. The parties agree that any terms or
<br />conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the
<br />terms and conditions hereof, shall not bind or obligate Provider nor the City. Each party to this
<br />Agreement acknowledges that no representations, inducements, pronuses or agreements, orally or
<br />otherwise, have been made by any party, or anyone acting on behalf of any party, which are not
<br />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 written
<br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's
<br />prior written consent shall be considered null and void. Nothing in this Agreement shall be construed
<br />to limit the City's ability to have any of the services which are the subject to this Agreement
<br />performed by City personnel or by other consultants retained by City.
<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 be entitled to receive and the City shall pay Provider
<br />compensation for all services performed by Provider prior to receipt of such 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 applicable
<br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment
<br />related activities. Provider affirms that it is an equal opportunity employer and shall comply with all
<br />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 validity,
<br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
<br />determined and governed by the laws of the State of California Both parties further agree that Orange
<br />County, California, shall be the venue for any action or proceeding that may be brought or arise out of,
<br />in connection with or by reason of this Agreement.
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