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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 acknowledges that no representations, inducements,
<br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
<br />behalf of any party, which are not embodied herein.
<br />11. ASSIGNMENT
<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 without the prior
<br />written consent of the City and any such assignment, transfer, delegation or subcontract without
<br />the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
<br />be construed to limit the City's ability to have any of the services which are the subject to this
<br />Agreement performed by City personnel or by other consultants retained by City.
<br />12. TERMINATION
<br />This Agreement may be terminated by the City or Consultant upon sixty (60) days written notice
<br />of termination. If the Agreement is thus terminated by the City for reasons other than
<br />Consultant's failure to perform its obligations, City shall pay Consultant a prorated amount based
<br />on the services satisfactorily completed and accepted prior to the effective date of termination.
<br />Such payment shall be Consultant's exclusive remedy for termination without cause.
<br />Payment need not be made for work which fails to meet the standard of performance specified in the
<br />Recitals of this Agreement.
<br />13. DISCRIMINATION
<br />a. Consultant shall not discriminate because of race, color, creed, religion, sex,
<br />marital status, sexual orientation, age, national origin, ancestry, or mental or physical disability,
<br />as defined and prohibited by applicable law, in the recruitment, selection, training, utilization,
<br />promotion, termination or other employment related activities. Consultant affirms that it is an
<br />equal opportunity employer and shall comply with all applicable federal, state and local laws and
<br />regulations.
<br />b. Consultant shall, in all solicitations and advertisements for employees placed by, or
<br />on behalf of Consultant, state that all qualified applicants will receive consideration for
<br />employment without regard to race, color, religion, sex, national origin, or mental or physical
<br />disability.
<br />c. Consultant shall cause the foregoing paragraphs (a) and (b) to be inserted in all
<br />subcontracts for any work covered by this Agreement, provided that the foregoing provisions
<br />shall not apply to subcontracts for standard commercial supplies or raw materials.
<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 Agreement
<br />shall be determined and governed by the laws of the State of California. Both parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may be
<br />brought or arise out of, in connection with or by reason of this Agreement.
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