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effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly
<br />registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall
<br />be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report
<br />issued by the 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 />B. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Consultant, and
<br />supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the
<br />terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement
<br />may not be modified except by written instrument signed by the City and by an authorized representative of
<br />Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are
<br />inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the
<br />City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements,
<br />orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied
<br />herein.
<br />14. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may
<br />not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and
<br />any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be
<br />considered null and void. Nothing in this Agreement shalt be construed to limit the City's ability to have any of the
<br />services which are the subject to this Agreement performed by City personnel or by other consultants retained by
<br />City.
<br />15. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In
<br />such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services
<br />performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require Consultant to deliver to the
<br />City all work product completed as of such date, and in such case such work product shalt be the
<br />property of the City unless prohibited by law, and Consultant consents to the City's use thereof
<br />for such purposes as the City deems appropriate.
<br />b. Payment need not be made for work which fails to meet the standard of performance specified in
<br />the Recitals of this Agreement.
<br />16, NONDISCRIMINATION
<br />Consultant shall not discrindnate 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 />Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and
<br />local laws and regulations.
<br />19. JURISDICTION - VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity, interpretation,
<br />performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the
<br />laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for
<br />any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
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