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and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not
<br />be modified except by written instrument signed by the City and by an authorized representative
<br />of Provider. The parties agree that any terms or conditions of any purchase order or other
<br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
<br />bind or obligate Provider or the City. Each party to this Agreement acknowledges that no
<br />representations, inducements, promises or agreements, orally or otherwise, have been made by
<br />any party, or anyone acting on behalf of any party, which is not embodied herein.
<br />10. ASSIGNMENT
<br />The experience, knowledge, capability and reputation of Provider were a substantial
<br />inducement for City to enter into this Agreement. Therefore, Provider may not assign, transfer,
<br />delegate, or subcontract any interest herein without the prior written consent of the City and any
<br />such assignment, transfer, delegation or subcontract without the City's prior written consent shall
<br />be considered null and void.
<br />11. TERMINATION
<br />This Agreement may be terminated by the City upon seven (7) days written notice of
<br />termination. In such event, Provider shall be entitled to receive, and City shall pay Provider,
<br />compensation for all services rendered prior to the effective date of termination.
<br />12. RECORDS
<br />Provider shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Provider shall maintain complete and accurate records with respect to the
<br />costs incurred under this Agreement and any services, expenditures, and disbursements charged
<br />to the City for a minimum period of three (3) years, or for any longer period required by law,
<br />from the date of final payment to City under this Agreement. Provider shall allow inspection of
<br />all work, data, documents, proceedings, and activities related to this Agreement for a period of
<br />three (3) years from the date of final payment to City under this Agreement.
<br />13. NON-DISCRIMINATION
<br />Provider 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, teaching, training, utilization, promotion,
<br />termination or other employment related activities or in connection with any activities under this
<br />Agreement.
<br />14. JURISDICTION — VENUE
<br />This Agreement has been executed and delivered in the State of California and the
<br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
<br />shall be determined and governed by the laws of the State of California. Both parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may
<br />be brought or arise out of, in connection with or by reason of this Agreement.
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