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been given twenty-four (24) hours after the time set forth on the transmission report issued by the <br />transmitting facsimile machine, addressed as set forth above. For purposes of calculating these <br />time 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 />Contractor regarding the subject matter therein, and supersedes any and all other agreements, <br />oral or written, between the parties. In the event of a conflict between the terms of this <br />Agreement and any attachments hereto, the terms of this Agreement shall prevail. This <br />Agreement may not be modified except by written instrument signed by the City and by an <br />authorized representative of Contractor. 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 Contractor nor the City. Each party to this <br />Agreement acknowledges that no representations, inducements, promises or agreements, orally <br />or otherwise, have been made by any party, or anyone acting on behalf of any party, which are <br />not embodied herein. <br />11. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />Contractor 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 <br />the City's prior written consent shall be considered null and void. Nothing in this Agreement <br />shall be construed to limit the City's ability to have any of the services which are the subject to <br />this Agreement performed by City personnel or by other Contractors retained by City. <br />12. TERMINATION <br />This Agreement maybe terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor <br />compensation for all services performed by Contractor prior to receipt of such notice of termination. <br />13. NON - DISCRIMINATION <br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited <br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or <br />other employment related activities or in connection with any activities related to this <br />Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all <br />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 <br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />Page 5 of 6 <br />25B -7 <br />