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addition to,the terms and conditions hereof,shall not bind or obligate Consultant or the City. Each <br /> party to this Agreement acknowledges that no representations, inducements, promises or <br /> agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any <br /> party, which is not embodied herein. <br /> 14. 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 shall <br /> be construed to limit the City's ability to have any of the services which are the subject to this <br /> Agreement performed by City personnel or by other consultants retained by City. <br /> 15. TERMINATION <br /> This Agreement may be terminated by the City upon thirty (30) days written notice of <br /> termination. In such event,Consultant shall be entitled to receive and the City shall pay Consultant <br /> compensation for all services performed by Consultant prior to receipt of such notice of <br /> termination, subject to the following conditions: <br /> a. As a condition of such payment, the Executive Director may require Consultant to <br /> deliver to the City all work product(s) completed as of such date, and in such case <br /> such work product shall be the property of the City unless prohibited by law, and <br /> Consultant consents to the City's use thereof for such purposes as the City deems <br /> 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 /> 16. NON-DISCRIMINATION <br /> Consultant 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, training, utilization, promotion, termination or other <br /> employment 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 /> 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 /> Page 7 of 10 <br />