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The parties agree that any terms or conditions of any purchase order or other instrument <br />that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind <br />or obligate neither Omega nor the City. <br />11. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Omega, Omega may not assign, transfer, delegate, or subcontract any interest herein <br />without the prior written consent of the City and any such assignment, transfer, <br />delegation or subcontract without the City's prior written consent shall be considered null <br />and void. Nothing in this Agreement shall be construed to limit the City's ability to have <br />any of the services which are the subject to this Agreement performed by City personnel <br />or by other consultants retained by City. <br />12. TERMINATION <br />This Agreement may be terminated by either party upon thirty (30) days written <br />notice of termination. In such event, Omega shall be entitled to receive and the City shall <br />pay Omega compensation for all services performed by Omega prior to receipt of such <br />notice of termination, subject to the following conditions: <br />a. As a condition of such payment, the Chief of Police may require Omega to <br />deliver to the City all work product completed as of such date, and in such case such work <br />product shall be the property of the City unless prohibited by law, and Omega consents to <br />the City's use thereof for such purposes as the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br />13. DISCRIMINATION <br />Omega shall not discriminate because of race, color, creed, religion, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and <br />prohibited by applicable law, in the recruitment, selection, training, utilization, <br />promotion, termination or other employment related activities. Omega affirms that it is an <br />equal opportunity employer and shall comply with all applicable federal, state and local <br />laws and regulations. <br />14. JURISDICTION - VENUE <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this <br />Agreement shall be determined and governed by the laws of the State of California. Both <br />parties further agree that Orange County, California, shall be the venue for any action or <br />proceeding that may be brought or arise out of, in connection with or by reason of this <br />Agreement.