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agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any <br />parties, which are not embodied herein. <br />14. 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 shall <br />be construed to limit the City's ability to have any of the services which are the subject of this <br />Agreement performed by City personnel or by other Attorneys retained by City. <br />15. TERMINATION <br />This Agreement may be terminated by the City with thirty (30) days written notice of <br />termination to the Consultant. <br />a. Asa conditions of such payment, the City may require Attorneys to deliver to the City <br />all the work product completed as of such date, and in such case such work product <br />shall be the property of the City unless prohibited by law, and Attorneys consent to the <br />City `s use thereof for such purposes as the City deems appropriate. <br />b. Payment need not be made for work that fails to meet the standards of performance <br />specified in the Recital of this Agreement. <br />16. NON-DISCRIMINATION <br />Attorneys shall not discriminate because of race, color, creed, religion, sex, marital status, <br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic <br />information, or military and veteran status, age, national origin, ancestry, or disability, as defined <br />and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, <br />promotion, termination or other employment related activities or any services provided under this <br />Agreement. Attorneys affirm that it is an equal opportunity employer and shall comply with all <br />applicable federal, state and local laws and regulations. <br />17. 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 />Orange County, California, shall be the venue for any action or proceeding that may be brought or <br />arise out of, in connection with or by reason of this Agreement. <br />18. MISCELLANEOUS PROVISIONS <br />Each undersigned represents and warrants that its signature herein below has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall <br />#22595vt 254-9 <br />