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<br />instrument signed by the City and by an authorized representative of Consultant. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor <br />the City. Each party to this Agreement acknovv'icdges that no representations, inducements. <br />promises or agreements, orally Of mhcnvise, have been made by any party, or anyone acting on <br />behal!" o!" any party, which are not embodied herein. <br /> <br />11. ASSIGNMENT <br /> <br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant. <br />Consultant may not assign, transfer, delegate, or subcontract any interest herein v,/ithout the prior <br />\vritten I:onsent of the City and any such assignment, transfer, delegation or suhcontract \vithmn <br />the City,ls prior \vrittcn consent shall be considered null iind void. Nothing in this Agreement <br />shall be construed to limit the City's ability to have any of the services which arc the subject to <br />this Agreement performed by City personnel or by other consultants retained by City. <br /> <br />12. TERMINATION <br /> <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant <br />compensation for nil services performed by Consultant prior to receipt ofslIeh notice of termination, <br />subject to the following conditions: <br /> <br />a. As a condition of such payment, the Executive Director may require Consultant to deliver <br />to the City all work product completed as of such date, and in such case such work product shall be <br />the property of the City unless prohibited by law, and Consultant consents to the City's use thereof <br />t(,r such purposes as the City deems appropriate. <br /> <br />b. Payment need not be made for work \\I'hich fails to meet the standard of performance <br />specified in the Recitals of this Agreement. <br /> <br />B. DISCRIMINATION <br /> <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 prohibited <br />by applicable Imv, in the recruitment. 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 /> <br />14. JURISDICTION - VENUE <br /> <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation. performance, and entilfeement of any of the clauses of this Agreement <br />shall be determined and governed by the laws of the State ofCalilornia. Both parties further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may <br />be brought or arise out of: in connection with or by reason of this Agreement. <br /> <br />5 <br />