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01/11/2012 09:04 9494818462 S WILLIAMS PAGE 04/06
<br />(3) days after it has been deposited in the United States mail, duly registered or certified, with postage
<br />prepaid, and addressed as set forth above. If sent by tie}efacsimilc, communication shall be effective
<br />or deemed to have been given twenty-four (24) hours after the time set forth on the transmission
<br />report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of
<br />calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.
<br />11- EXCLUSMTX AND AMENDMENT'
<br />and supersedes any and all other agreements, oral or written, between the parties. In the event of s
<br />This Agreement represents the complete and exclusive statement between the City and Expert,
<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 authorised representative of Expert. 'T'he parties agree that any terms or conditions of any purchase
<br />order or other insh ument Ybat are inconsistent with, or in addition to, the terms and conditions hereof,
<br />shall not bind or obligate Exper[ ar the City. Each parry to this Agreement acknowledges that no
<br />representations, inducements, promisos 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. ASSPUNN4ENT
<br />Inasmuch as this Agreement is intended W secure the specialized services of 13xpert, Expert may
<br />not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the
<br />City and any such assignment, transfer, delegation or subcontract without the City's prior written consent
<br />shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability
<br />to have any of the services which are the subject of this Agreement performed by City personnel or by
<br />other Expert retained by City.
<br />13- TE1UVE1NATIOT7
<br />This Agreement may be terminated by City at any time. In such event, Expert shall be entitled to
<br />receive and the City shall pay Expert compensation for all services performed by Expert prior to receipt of
<br />such notice ofterntination..A,s a condition ofsuclu payment, Expert shall deliver to the City all :Files and
<br />records generated under this Agreement as of such date.
<br />Expert may terminate tills agreement, subject to its obligation to provide reasonable notice to arrange
<br />altemative representation.
<br />14. DISCRIMINATION
<br />Expert shall not discriminate because ofrace, 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 />Export affirms that it is an equal opportunity employer and shall comply with all applicable federal, state
<br />and local laws and regulations.
<br />15. Ji3RISIDICTION 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 1he State of Califontia. Both parties further agree that Orangc County,
<br />California, shall be the venue for any action or proceeding that may be brought or arise out of, in
<br />connection with or by reason ofthis Agreement.
<br />16. MISCELLANEOUS PROVISIONS
<br />Each undersigned represents and warrants that its signature herein below has the power, authority
<br />and right to bind their respective parties to each of the terns ofthis Agreemenrt, and shall indemnify City
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