1 E
<br />address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective
<br />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 telefacsimile,
<br />any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been
<br />given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting
<br />facsimile machine, addressed as set forth above.
<br />11. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Vendor,
<br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a
<br />conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement
<br />shall prevail. This Agreement may not be modified except by written instrument signed by the City and
<br />by an authorized representative of Vendor. The parties agree that any terms or conditions of any purchase
<br />order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof,
<br />shall not bind or obligate Vendor nor the City. Each party to this Agreement acknowledges that no
<br />representations, inducements, promises or agreements, orally or otherwise, have been made by any party,
<br />or anyone acting on behalf of any party, which are not embodied herein.
<br />12. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Vendor, neither
<br />party may assign, transfer, delegate, or subcontract any interest herein without the prior written consent of
<br />the other party, which consent shall not be unreasonably withheld or delayed, and any such assignment,
<br />transfer, delegation or subcontract without the party's prior written consent shall be considered null and
<br />void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services
<br />which are the subject to this Agreement performed by City personnel or by other vendors retained by
<br />city.
<br />13. DISCRIMINATION
<br />Vendor shall 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 />Vendor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state
<br />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 determined
<br />and governed by the laws of the State of California. The Parties agree that venue shall be located in
<br />Orange County, California.
<br />15. PROFESSIONAL LICENSES
<br />Vendor 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
<br />the laws and regulations of the United States, the State of California, the City of Santa Ana and all other
<br />governmental agencies. Vendor shall notify the City in a timely manner and in writing of its inability to
<br />
|