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<br />third party, which does not have a direct agreement with PRI, as City's agent for the purpose of <br />delivering data-captured Bank Card Transactions at the point -of -sale by such agent. If City elects to <br />use a third party as City's agent for direct delivery of data-captured Bank Card Transactions to the <br />Interchange System for clearing and settlement, City shall: (a) provide written notice to PRI of City's <br />election and obtain the prior, written consent ofPRI; (b) understand and agree that the obligation of <br />PRI's Agent Bank to pay City for a Sales Draft is limited to the amount (less the applicable Discount <br />and any adjustments) delivered by the agent to the Interchange System; and (c) Be solely responsible <br />for any failure by the agent to comply with any term ofthis Agreement or any Operating Rule, <br />including, but not limited to, any violation that results in a revocation of a prior receipt of a Transaction <br />Draft. <br /> <br />10. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In <br />such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for <br />all services performed by Consultant prior to receipt of such notice of termination, subject to the <br />following conditions: <br /> <br />a. As a condition of such payment, the Executive Director may require Consultant to deliver to the <br />City all work product completed as of such date, and in such case such work product shall be the <br />property of the City unless prohibited by law, and Consultant consents to the City's use thereoffor such <br />purposes as the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of performance specified <br />in the Recitals of this Agreement, provided Consultant has been afforded notice of such failure and has <br />failed to cure the failure in a reasonable time. <br />c. City shall continue to be responsible for all transactions processed through PRI and Agent Bank <br />prior to the effective date of any such termination, including but not limited to, fees, chargebacks or <br />other assessments that may result from City's processing prior to any such termination. <br /> <br />11. <br /> <br />DISCRIMINATION <br /> <br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual <br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in <br />the recruitment, selection, training, utilization, promotion, termination or other employment related <br />activities. Consultant affirms that it is an equal opportunity employer and shall comply with all <br />applicable federal, state and local laws and regulations. <br /> <br />JURISDICTION-VENUE <br /> <br />This Agreement and all questions relating to its validity, interpretation, performance, and enforcement <br />shall be government and construed in accordance with the laws of the State of California. This <br />Agreement has been executed and delivered in the State of California and the validity, interpretation, <br />performance, and enforcement of any of the clauses of this Agreement shall be determined and <br />governed by the laws ofthe State of California. Both parties further agree that Orange County, <br />California, shall be the venue for any action or proceeding that may be brought or arise out of, in <br />connection with or by reason ofthis Agreement. <br /> <br />5 <br />