|
by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating
<br />these time frames, weekends, federal, state, County or City holidays shall be excluded.
<br />10, EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral
<br />or written, between the parties. In the event of a conflict between the terms of this Agreement and
<br />any attachments hereto, the terns of this Agreement shall prevail. This Agreement may not be
<br />modified except by written instrument signed by the City and by an authorized representative of
<br />Contractor. The parties agree that any terms or conditions of any purchase order or other
<br />instrwnent that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
<br />bind or obligate Contractor 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
<br />party, or anyone acting on behalf of any party, which are not embodied herein.
<br />11. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
<br />Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
<br />written consent of the City and any such assignment, transfer, delegation or subcontract without
<br />the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
<br />be construed to limit the City's ability to have any of the services which are the subject to this
<br />Agreement performed by City personnel or by other contractors retained by City.
<br />12. TERMINATION
<br />This Agreement may be terminated by the City upon forty-eight (48) hours written notice
<br />of termination or if the event cannot take place for circumstances outside the control of City or
<br />Contractor including but not limited to weather; local, state or federal emergency, power outage,
<br />or traffic/road conditions.
<br />13. NON-DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />employment related activities or in connection with any activities under this Agreement.
<br />Contractor affirms that it is an equal opportunity employer and shall comply with all applicable
<br />federal, state 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
<br />determined and governed by the laws of the State of California. Both parties further agree that
<br />Page 5 of 6
<br />
|