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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 />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
<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 authorized representatives of the parties. The parties agree that any terms or conditions of any
<br />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 or 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 is 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
<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. Nothing in this Agreement shall be
<br />construed 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 />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,
<br />subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require Consultant to deliver to
<br />the City all work product completed as of such date, and in such case such work product shall be the
<br />property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such
<br />purposes as the City deems appropriate.
<br />b. Payment need not be made for work which fails to meet the standard of performance specified
<br />in the Recitals of this Agreement.
<br />15. DISCRIMINATION
<br />Consultant 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. Consultant affirms that it is an equal opportunity employer and shall comply with all
<br />applicable federal, state and local laws and regulations.
<br />16. 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. The 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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