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Agreement may not 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 purchase order or other
<br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate
<br />Contractor nor 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 behalf of any
<br />party, which are not embodied herein.
<br />10. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may
<br />not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and
<br />any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered
<br />null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services
<br />which are the subject to this Agreement performed by City personnel or by other consultants retained by City.
<br />11. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination.
<br />In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all
<br />services performed by Contractor prior to receipt of such notice of termination, subject to the following
<br />conditions:
<br />a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City
<br />all work product completed as of such date, and in such case such work product shall be the property of the City
<br />unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems
<br />appropriate.
<br />b. Payment need not be made for work which fails to meet the standard of performance specified in the
<br />Recitals of this Agreement.
<br />12. DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities.
<br />Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state
<br />and local laws and regulations.
<br />13. JURISDICTION - VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity,
<br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and
<br />governed by the laws of the State of California. Both parties further agree that Orange County, California,
<br />shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by
<br />reason of this Agreement.
<br />14. PROFESSIONAL LICENSES
<br />Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
<br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the
<br />Proposal Date: 29 February 2012; Revised: 19 September 2012
<br />Order No. E13750-1 Page 4 of 12
<br />Copyright © Daktronics, Inc. DF-2939 Rev113011
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