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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 />11. 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 />or delegate, any interest herein without the prior written consent of the City and any such
<br />assignment, transfer, or delegation without the City's prior written consent shall be considered
<br />null and void.
<br />12. 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 />13. RECORDS
<br />Provider shall keep records and invoices in connection with the work performed under
<br />this Agreement. Provider shall maintain complete and accurate records with respect to the costs
<br />incurred under this Agreement and any services, expenditures, and disbursements charged to the
<br />City for a minimum period of three (3) years, or for any longer period required by law, from the
<br />date of final payment to City under this Agreement. Provider shall allow inspection of all work,
<br />data, documents, proceedings, and activities related to this Agreement for a period of three (3)
<br />years from the date of final payment to City raider this Agreement.
<br />14. 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 />15. 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, shalt 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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