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transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time
<br />frames, weekends, federal, state, County or City holidays shall be excluded.
<br />10. 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
<br />this Agreement shall prevail. This Agreement may not be modified except by written instrument
<br />signed by the City and by an authorized representative of Provider. The parties agree that any terns
<br />or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,
<br />the terms and conditions hereof, shall not bind or obligate Provider or the City. Each party to this
<br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or
<br />otherwise, have been made by any party, or anyone acting on behalf of any party, which is not
<br />embodied herein.
<br />11. 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 the
<br />City's prior written consent shall be considered null and void.
<br />12, TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. Termination or cancellation of classes by the Provider must be given to the City at least
<br />thirty (30) days prior to termination/cancellation. Failure to provide adequate cancellation notice to
<br />the City may put future contracting of business with the City at risk.
<br />13. 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 />14. 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
<br />Orange County, California, shall be the venue for any action or proceeding that may be brought or
<br />arise out of, in connection with or by reason of this Agreement.
<br />15. 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 hereunder
<br />and required by the laws and regulations of the United States, the State of California, the City of
<br />Santa Ana and all other governmental agencies.
<br />16. EXHIBITS
<br />All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in
<br />the body of this Agreement.
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