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and any attachments hereto, the terms of this Agreement shall prevail and will serve to filly <br />supersede existing Agreement. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative of Attorneys. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />with, or in addition to, that terms or conditions hereof, shall not bind or obligate Attorneys nor <br />the City. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or 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 />12. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, <br />Attorneys 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 <br />shall be construed to limit the City's ability to have any of the services which are the subject to <br />this Agreement perfonned by City personnel or by other consultants retained by City. <br />13, TERMINATION <br />This Agreement may be terminated by the City with thirty (30) days written notice of <br />termination to the Consultant. <br />a. As a condition of such payment, the City may require Attorneys to deliver to the <br />City all the work product completed as of such date, and in such case such work product shall be <br />the property of the City unless prohibited by law, and Attorneys consent to the City's use thereof <br />for such proposes as the City deems appropriate. <br />b. Payment need not be made for work that fails to meet the standard of performance <br />specified in the Recitals of this Agreement. <br />14. NON DISCRIMINATION <br />Attorneys shall not discriminate because of race, color, creed, relation, 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 any activities under this Agreement. Attorneys affirm that it is <br />an equal opportunity employer and shall comply with all applicable federal, state and local laws <br />and regulations. <br />15. JURISDICITON - 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 haws of the State of California. Both parties further <br />