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representative of Consultant. The parties agree that any terms or conditions of any <br />purchase order or other instrument that are inconsistent with, or in addition to, that terms <br />and conditions hereof, shall not bind or obligate Consultant nor the City. Each party toy <br />this Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting on <br />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 <br />Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the City and any such assignment, transfer, <br />delegation or subcontract without the City's prior written consent shall be considered null; <br />and void. Nothing in this Agreement shall be construed to limit the City's ability to have <br />any of the services which are the subject to this Agreement performed by City personnel <br />or by other consultants retained by City. <br />12. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice <br />of termination. In such event, Consultant shall be entitled to receive and the City shall pay <br />Consultant compensation for all services performed by Consultant prior to receipt of such <br />notice of termination, subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require <br />Consultant to deliver to the City all work product completed as of such date, and in <br />such case such work product shall be the property of the City unless -prohibited by <br />law, and Consultant consents to the City's use thereof for such purposes as the City <br />deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br />13. DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, religion, sex <br />(including gender identity and gender expression), marital status, sexual orientation and <br />genetic characteristics (including genetic tests of the individual or the individual's family, <br />and manifestation of a disease or disorder in the individual's family members, age, <br />national origin, ancestry, or disability, as defined and prohibited by applicable law, in <br />recruitment, selection, training, utilization, promotion, termination or other employment <br />related activities. Consultant affirms that it is an equal opportunity employer and shall <br />comply with all applicable federal, state and local laws and regulations. <br />Agreement between City of Santa Ana and Concentra <br />25E-43 <br />F <br />