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the lima set forth on the transmission report issued by the ixansmitLing, facsimile machine, addressed as set
<br />'forth above_ For ptu-posas of calculatinb these time frames, wealcands, federal, state, County or City
<br />holidays shall ba excluded.
<br />1.2. E7l;CI.USI`VI "I'Y AND AMENDMENT
<br />This Agrwmdnt represents the complete and exclusive statement betwaon the City and
<br />Consultant, and supersedes any and all other a�eements, oral or written, bcntween the pasties. In the avant
<br />o'F: a conflict between the terms of this Agreement and any attachments hereto, the terans of this
<br />Agreement shall prevail. This A�•eement 'imay not be modified except by written irlsiruiment signed by
<br />the City and by an authorized representative o•f Consultant. 11ie parties agree that any terms or conditions
<br />of any purchaso order or other instrument that• era inconsistent with, or in addition Yo, the terms and
<br />conditions hereof; shall not bind or obligates Consultant nor the City_ Each party to this Al;reeinent
<br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have
<br />been invade by any party, or anyone acting on behalf pf arty party, which are not embodied herein.
<br />Y3. ASSIGNIVIEIVT
<br />Inasmuch as this Agreeniertt is intended to secure the specialized services of °Consultant,
<br />Consultant niay not assign, transfer, delegate, or subcontract awry interest herein without the prior ven•itten
<br />consent of the Ciiy and any such assigt�rnent, h•ansfar, clelebation or subcontract without the City's prior
<br />written. consent shall be considered null and void_ Nothing in this Agref:rnent shall be construed to limit
<br />the City's ability to have any of the services which are the subject to this Agreement performed by City
<br />personnel or by other consultants retained by City_
<br />I4. TERMINATION
<br />Tlus Agreement may be terminated by the City upon thirty (30) days written notice oi•
<br />lamination_ In such ovont, Consultant shall be entitled to receive and the Ciiy shall pay Consultant
<br />coimpei�,sation for all seavices perfomed by Consultant prior to receipt of such notice oftarm;nation. As a
<br />condition of such payment, the Executive Director may require Consultant to deliver to the City all work
<br />product completed as of such date, acid in such case such wou'k product shall be the property of the City
<br />unless p�'ohibited. by law, and Consultant cansants to the City's use thereof for such purposes as the City
<br />deems appropriate. However, any use of unfiiushed work product shall be at City's sol.a risk.
<br />I5. DiSCRIMIlYATION
<br />Consultant shall not discruninatr because ofrac;e, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national ors', ancastey, 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 affinms that it is an equal oppox-tunity employer and shall comply with all applicable tedeial,
<br />state and local laws and reguiations.
<br />16. JURISDICTION - 'VENUE
<br />•This Agreement has been ax�uted and delivered in the State of California and the validity,
<br />interpretation, performance, and anforcetixent ofsuiy ot•the clauses of this Agreeniernt shall lx9 detei•tnined
<br />and governed by the laws of the State of California. Both partia�s f,,. -rhE>r agree that Oranges County,
<br />Califonua, shall lx. the venues for any action or proceeding that ii�ay be brought or arise out of, in
<br />connection with or by reason of this Agreement.
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