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SEP-05-2j07-WED 12:59 PM Else FAX No. 714835 7330 temlS of tbis Agreement shall prevail. lbis Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof) shall not bind or obligate neither Contractor nor the City. Each party to this Agreement acknowledges that no representations) inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the CitYs prior written consent shall be considered null and void. Nothing in this Agreement shall be construed 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 Contractors retained by City. 14. TERMINATION 1 ( ~. This Agreement may be terminated by the City upon thirty (30) days written notice- of. termination. In such event, Con1ractor shall be entitled to receive and the City shall pay Contractor compensation for all services perfonned by Contractor prior to receipt of such notice of ter.mination, -subject to the following conditions: . a As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such WOlX product shall be the property of the City 1lllless prolubited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the RecitIJ.s oftbis Agreement. ,15. DISCRIMINATION Contractor shall not discriminate because of race, color, cree~ religion, sex, marital status, sexual orientation, age, national origin, ancestry', or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. 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 be determined and governed by the laws of the State ofCalifomia Both parties further. 6