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telefaesimile, communication shall be effective or deemed to have been given twenty -four (24) hours
<br />after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed
<br />as set forth above. For proposes of calculating these time frames, weekends, federal, state, County or City
<br />holidays shall be excluded.
<br />10. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and GST, and
<br />supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict
<br />between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall
<br />prevail. This Agreement may not be modified except by written instrument signed by the City and by an
<br />authorized representative of GST. The parties agree that any terms or conditions of any purchase order or
<br />other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
<br />bind or obligate GST nor the City. Each party to this Agreement acknowledges that no representations,
<br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting
<br />on behalf of any party, which are not embodied herein.
<br />11. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of GST, GST may not
<br />assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City
<br />and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall
<br />be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to
<br />have any of the services which are the subject to this Agreement performed by City personnel or by other
<br />GSTs retained by City.
<br />12. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />ternnation. In such event, GST shall be entitled to receive and the City shall pay GST compensation for all
<br />services performed by GST prior to receipt of such notice of termination, subject to the condition that
<br />payment need not be made for work which fails to meet the standard of performance specified in the Recitals
<br />of this Agreement.
<br />13. DISCRIMINATION
<br />GST shalt 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 />GST affirms that it is an equal opportunity employer and shall comply with all applicable federal, state
<br />and local laws and regulations.
<br />14. VENUE
<br />The parties further agree that Orange County, California, shall be the venue for any action or
<br />proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
<br />15, PROFESSIONAL LICENSES
<br />GST shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
<br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by
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