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promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
<br />behalf of any parties, which are not embodied herein.
<br />12. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
<br />Consultant 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 that are the subject to this
<br />Agreement performed by City personnel or by other Consultants retained by City.
<br />13. TERMINATION
<br />Except as otherwise specified herein, this Agreement may be terminated by the City with
<br />thirty (30) days written notice of termination to the Consultant.
<br />a. As a condition of such payment, the City may require Consultant to deliver to the City
<br />the entire 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 Consultant consents to the City's use
<br />thereof for such purposes, 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 />Provider 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
<br />this Agreement. Provider affirms that it is an equal opportunity employer and shall comply with
<br />all applicable federal, state and local laws and regulations.
<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, 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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