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<br /> <br /> <br /> <br /> <br /> <br /> purchase order or other instrument that are inconsistent with, or in addition to, the terms <br /> and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to <br /> this Agreement acknowledges that no representations, inducements, promises or <br /> agreements, orally or otherwise, have been made by any party, or anyone acting on behalf <br /> of any party, which are not embodied herein. <br /> 12. ASSIGNMENT <br /> <br /> Inasmuch as this Agreement is intended to secure the specialized services of <br /> Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest <br /> herein 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 /> <br /> 13. TERMINATION <br /> <br /> This Agreement may be terminated by the City upon thirty (30) days written <br /> notice of termination. In such event, Consultant shall be entitled to receive and the City <br /> shall pay Consultant compensation for all services performed by Consultant prior to receipt <br /> of such notice of termination, subject to the following conditions: <br /> <br /> a. As a condition of such payment, the City Manager may require Consultant 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 Consultant consents <br /> to the City's use thereof for such purposes as the City deems appropriate. <br /> <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 /> <br /> 14. DISCRIMINATION <br /> <br /> Consultant shall not discriminate because of race, color, creed, religion, sex, <br /> marital status, sexual orientation, age, national origin, ancestry, or disability, as defined <br /> and prohibited by applicable law, in the recruitment, selection, training, utilization, <br /> promotion, termination or other employment related activities. Consultant affirms that it <br /> is an equal opportunity employer and shall comply with all applicable federal, state and <br /> local laws and regulations. <br /> <br /> 15. JURISDICTION - VENUE <br /> <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 /> <br /> <br /> 6 <br />