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agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor <br />the Agency. Each party to this Agreement aelmowledges 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 />12. 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 Agency and any such assignment, transfer, delegation or subcontract <br />without the Agency's prior written consent shall be considered null and void. Nothing in this <br />Agreement shall be construed to limit the Agency's ability to have any of the services which are <br />the subject to this Agreement performed by Agency personnel or by other consultants retained by <br />Agency. <br />13. TERMINATION <br />This Agreement may be terminated by the Agency upon thirty (30) days written notice of <br />termination. In such event, Consultant shall be entitled to receive and the Agency shall pay <br />Consultant compensation for all services performed by Consultant prior to receipt of such notice of <br />termination, subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Consultant to deliver <br />to the Agency all work product completed as of such date, and in such case such work product shall <br />be the property of the Agency unless prohibited by law, and Consultant consents to the Agency's <br />use thereof for such purposes as the Agency 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. <br />14. DISCRIMINATION <br />- Consultant 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. Consultant affirms that it is an equal opportunity employer <br />and shall comply with all applicable federal, state and local laws and regulations. <br />15. 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 <br />be brought or arise out of, in connection with or by reason of this Agreement. <br />337 <br />