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Consultant. The parties agree that any terms or conditions of any purchase order or other <br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall <br />not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges <br />that no representations, inducements, promises or agreements, orally or otherwise, have <br />been made by any party, or anyone acting on behalf of any party, which are not embodied <br />herein. <br />11. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein <br />without the prior written consent of the City and any such assignment, transfer, delegation or <br />subcontract without the City's prior written consent shall be considered null and void. <br />Nothing in this Agreement shall be construed to limit the City's ability to have any of the <br />services which are the subject to this Agreement performed by City personnel or by other <br />consultants retained by City. <br />12. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice <br />of termination. In such event, Consultant shall be entitled to receive and the City shall pay <br />Consultant compensation for all services performed by Consultant prior to receipt of such <br />notice of termination, subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Consultant <br />to deliver to the City all work product completed as of such date, including all computer <br />files of traffic counts conducted pursuant to this Agreement, and in such case such work <br />product shall be the property of the City unless prohibited by law, and Consultant consents <br />to the City's use thereof for such purposes as the City deems 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 />13. DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and <br />prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, <br />termination or other employment related activities. Consultant affirms that it is an equal <br />opportunity employer and shall comply with all applicable federal, state and local laws and <br />regulations. <br />14. JURISDICTION -VENUE <br />This Agreement and all questions relating to its validity, interpretation, performance, <br />and enforcement shall be governed and construed in accordance with the laws of the State of <br />