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as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City
<br />holidays shall be excluded.
<br />12. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Siemens,
<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 Siemens. The parties agree that any terms or conditions of any
<br />purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions
<br />hereof, shall not bind or obligate Siemens nor the City. Each party to this Agreement acknowledges that
<br />no representations, inducements, promises or agreements, orally or otherwise, have been made by any
<br />party, or anyone acting on behalf of any party, which are not embodied herein.
<br />13. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Siemens, Siemens
<br />may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of
<br />the City and any such assignment, transfer, delegation or subcontract without the City's prior written
<br />consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's
<br />ability to have any of the services which are the subject to this Agreement performed by City personnel or
<br />by other consultants retained by City.
<br />14. TERMINATION
<br />This Agreement may be terminated by either party upon thirty (30) days written notice of
<br />termination. In such event, Siemens shall be entitled to receive and the City shall pay compensation for
<br />all services performed by Siemens prior to receipt of such notice of termination, subject to the following
<br />conditions:
<br />a. As a condition of such payment, the Chief of Police, or his designee, may require
<br />Siemens to deliver to the City all work product completed as of such date, and in such case
<br />such work product shall be the property of the City unless prohibited by law, and Siemens
<br />consents to the City's use thereof 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
<br />specified in the Recitals of this Agreement.
<br />15. DISCRIMINATION
<br />Siemens 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 />Siemens affirms that it is an equal opportunity employer and shall comply with all applicable federal,
<br />state and local laws and regulations.
<br />16. 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. Both parties further agree that Orange 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 of this Agreement.
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