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with, or in addition to, the terms and conditions hcreoC shall not bind or obligate Consultant nor the City. Each party to this Agrccmcnt acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have heen made by any party, or anyone acting on hehalf of any party, which are not embodied herein. I J. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant Consultant may not assign. transfer, delegate, or suhcontract any interest herein without the prior written consent of the City and any such assignment. transfer. delegation or subcuntr31.:t \vithout the City's prior written cunsent shall be considered null and void. Nothing in this Agreement shall be construcd to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the f{)llo\ving conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be thc property of the City unless prohibited by law, and Consultant conscnts to thc City's use thcrcof lor such purposes as the City deems appropriate. b. Payment need not be made for work \vhich fails to Illeet the standard of performance specified in the Recitals ofthis Agreement. 13. DISCRIMINATION Consultant shall nut discriminate because of race, color. creed, religion, sex, marital status. sexual orientation, age, national origin, ancestry, or disability. as defined and prohibited by applicable la\v, in the recruitment. selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an cqual opportunity cmployer and shall comply with all applicahle federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall he determined and governed hy the laws of the State of California. Both parties further agrec that Orange County, California, shall be the venue lor any action Of prueeecling that may be brought or arise out of. in connection with or by reason of this Agreement. 5