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to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or
<br />otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied
<br />herein.
<br />10. ASSIGNMENT
<br />The experience, knowledge, capability and reputation of Provider were a substantial inducement
<br />for City to enter into this Agreement. Therefore, Provider may not assign, transfer, delegate, or
<br />subcontract any interest herein without the prior written consent of the City and any such assignment,
<br />transfer, delegation or subcontract without the City's prior written consent shall be considered null and
<br />void.
<br />11. TERMINATION
<br />This Agreement may be terminated by the City upon ten (10) days written notice of termination
<br />In such event, Provider shall be entitled to receive, and City shall pay Provider, compensation for all
<br />services rendered prior to the effective date of termination.
<br />12. RECORDS
<br />Provider shall keep records and invoices in connection with the work to be performed under this
<br />Agreement. Provider shall maintain complete and accurate records with respect to the costs incurred
<br />under this Agreement and any services, expenditures, and disbursements charged to the City for a
<br />minimum period of three (3) years, or for any longer period required by law, from the date of final
<br />payment to City under this Agreement. Provider shall allow inspection of all work, data, documents,
<br />proceedings, and activities related to this Agreement for a period of three (3) years from the date of final
<br />payment to City under this Agreement.
<br />13. NON-DISCRIMINATION
<br />Provider shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, gender identity, gender expression, gender, medical conditions, genetic information, or
<br />military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other
<br />employment related activities or any services provided under this Agreement. Provider affirms that it is
<br />an equal opportunity employer and shall comply with all applicable federal, state and local laws and
<br />regulations.
<br />14. 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 Orange
<br />County, California, shall be the venue for any action or proceeding that may be brought or arise out of,
<br />in connection with or by reason of this Agreement.
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