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parties. In the event of a conflict between the terms of this Agreement and any
<br />attachments hereto, the terms of this Agreement shall prevail. This Agreement may not
<br />be modified except by written instrument signed by the City and by an authorized
<br />representative of Contractor. The parties agree that any terms or conditions of any
<br />purchase order or other instrument that are inconsistent with, or in addition to, that terms
<br />and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to
<br />this Agreement acknowledges that no representatives, inducements, promises or
<br />agreements, orally or otherwise, have been made by any party, or anyone acting on
<br />behalf of any party, which is not embodied herein.
<br />XI.ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of
<br />Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest
<br />herein without 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 the City
<br />personnel or by other Contractor retained by City.
<br />XII.TERMINATION
<br />This Agreement may not be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Contractor shall be entitled to receive, and the City shall pay,
<br />Contractor compensation for all services performed by Contractor prior to receipt of such
<br />notice of termination, subject to the following conditions:
<br />A. As a condition of such payment, the Executive Director may require Contractor to
<br />deliver to the City all work products completed as of such date, and in such case such
<br />work product shall be property of the City unless prohibited by law, and Contractor
<br />consents to 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 />XIII.DISCRIMINATION
<br />Contractor 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, promotion,
<br />termination or other employment related activities. Contractor affirms that it is an equal
<br />opportunity employer and shall comply with all applicable federal, State and local laws
<br />and regulations.
<br />XIV.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
<br />State of California. This Agreement has been executed and delivered in the State of
<br />California and the validity, interpretation, performance, and enforcement of any of the
<br />clauses of this Agreement shall be determined and governed by the laws of the State of
<br />20D-9
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