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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, that terms and conditions hereof, shall not bind or obligate 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. In the event of a conflict between the terms of this Agreement and any Exhibits or Attachments hereto, the terms of this Agreement shall prevail, followed by the provisions of Exhibit A. 12. 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 wxitten consent of the City and any such assignment, transfer, delegation or subcontract without the City's 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. 13. TERMINATION AND DAMAGES This Agreement may be terminated by the City upon thirty {30} days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. b. Material Breach: If the Director determines the Contractor has failed in the performance of its duties and/or schedule as provided, the Director may consider the Contractor in material breach. City may exercise all remedies in law or equity including but not limited to: 1) withholding all or a portion of payment owed relative to any such failure to perform or for any delay in performance, and 2) directing the work be accomplished by either City employees or another contractor at Contractor's expense, as determined by the Director. Contractor shall be responsible for all costs resulting from breach, including incidental and consequential damages. In the event of a material breach, which xemains uncured after flue {5}days notice to Contractor, City may terminate this Agreement upon thirty (30) days written notice of termination. 14. DISCRIMINATION Conhactor shall not discriminate because of race, color, creed, 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 alI applicable federal, state and local laws and regulations. I5. 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 of California. Both parties further agree that Orange 25C-87