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the City. Cach party to this Agreement acknowledges that no representations, inducements,
<br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
<br />behalf of any party, which are not embodied herein.
<br />II. ASSIGNMCNT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
<br />Consultant may not assign, U-ansfcr, 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 consa~ued to limit the City's ability to have any of the services which are the subject to
<br />this Agreement performed by City personnel or by other consultants retained by City.
<br />12. TI?RM[NATION
<br />II~, a[ any time during the term of this Agreement, City determines that Consultant is not
<br />faithfully abiding by any term or condition contained herein, City may notify Consultant in
<br />writing of such defect or failure to perform; which notice must give Consultant a ten (10)-day
<br />notice of time thereafter in which to perform said work or cure the deficiency. If Consultant has
<br />not perlbnned the work or cured the deficiency within the ten (10) days specified in the notice,
<br />such shall constiWte a breach of this Agreement and City may terminate this Agreement
<br />immediately by written notice to the Consultant to said effect. Thereafter, neither party shall
<br />have any Ilu-thcr duties, obligations, responsibilities or rights under this Agreement except,
<br />however, any and all obligations of Consultant's surety shall remain in full force and effect, and
<br />shall not be extinguished, reduced, or in any manner waived by the termination hereof. In said
<br />event, Consultant shall be entitled to the reasonable value of its services performed from the
<br />beginning of [he period in which the breach occurs up to the day it received City's Notice of
<br />Termination, less any offset from such payment representing the City's damages from such
<br />breach. City reserves the right to delay airy such payment until completion or confirmed
<br />abandonment of the project, as may be determined in the City's sole discretion, so as to permit a
<br />full and complete accounting of costs. In no event, however, shall Consultant be entitled to
<br />receive in excess of the compensation quoted in its bid.
<br />13. DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, anceshy, or disability, as defined and prohibited
<br />by applicable law, in the recruiUnent, selection, training, utilization, promotion, termination or
<br />other employment related activities. Consultant affirms that it is an equal opportunity employer
<br />and shall comply with all applicable federal, state and local laws and regulations.
<br />14. JURISDICTION - VPNU[:
<br />This Agreement has been executed and delivered in the State of California and the
<br />validity. interpretation, performance, and enforcement ofany of the clauses of this Agreement
<br />shall be determined and governed by the laws of the State of California. [3oth parties further
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