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tenns of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative of Contractor. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor 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 Contractor, <br />Contractor 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 Contractors retained by City. <br />12. TERMINATION <br />This Agreement may be terminated by either party upon sixty (64) days written notice of <br />termination to the other party. 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 of such <br />notice of termination, subject to the following conditions: <br />a. As a condition of such payment, the Police Chief may require Consultant to deliver to the <br />City all work product completed as of such date, and in such case such work product shall be the <br />property of the City unless prohibited by law, and Consultant consents to the City's use thereof for <br />such purposes as the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of performance <br />specified in the Recitals of this Agreement, after Contractor has been given notice and a <br />reasonable opportunity to cure. <br />13. 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 prohibited <br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or <br />other employment related activities. Contractor affirms that it is an equal opportunity employer <br />and shall comply with all applicable federal, state and local laws and regulations. <br />14. JURISDICTION - VENUE <br />This Agreement and all questions relating to its validity, interpretation, performance, and <br />enforcement shall be governed 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 />