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signed by the City and by an authorized representative of Broker. The parties agree that any
<br />terms or conditions of any purchase order or other instrument that are inconsistent with, or in
<br />addition to, the terms and conditions hereof, shall not bind or obligate Broker nor the City. Each
<br />party to 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 of any
<br />party, which are not embodied herein.
<br />12. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Broker,
<br />Broker 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 />13. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Broker shall be entitled to compensation in accordance with Section 3.a.,
<br />above in the following instances:
<br />(a) The Premises are leased to Tenant(s) by or through Broker prior to the date of
<br />termination; or
<br />(b) Within three hundred sixty (360) days after the termination, the Premises is leased to
<br />any person or entity with whom Broker has negotiated or to whom Broker has
<br />submitted the Premises prior to such expiration in an effort to effect a transaction
<br />(efforts to effect a transaction shall include but not be limited to individuals or
<br />companies which have been contacted directly, through mailings, phone solicitation,
<br />email or other means and which can be identified by individual or company name)
<br />and whose name appears on any list of such persons or entities which Broker shall
<br />have mailed to City at the address stated in Section 10, above, within thirty (30) days
<br />following such termination, provided that if Broker has submitted a written offer to
<br />purchase or lease, it shall not be necessary to include the offeror's name on the list.
<br />14. DISCRIMINATION
<br />Broker shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />employment related activities. Broker affirms that it is an equal opportunity employer and shall
<br />comply with all applicable federal, state and local laws and regulations.
<br />15. JURISDICTION - VENUE
<br />This Agreement and all questions relating to its validity, interpretation, performance, and
<br />enforcement shall be government and construed in accordance with the laws of the State of
<br />California. 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
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