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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 />