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compensation for all services performed by Consultant prior to receipt of such notice of tennination,
<br />subject to the following conditions:
<br />a. Payment need not be made for payment processing services which fail to meet the
<br />standard of performance specified in the Recitals of this Agreement.
<br />13. EXCLUSIVITY AND AMENDMENT
<br />This Agreement, in conjunction with attached Exhibit A represents the complete and
<br />exclusive statement between the City and Consultant, and supersedes any and all other
<br />agreements, oral or written, between the parties, including the Prior Agreement. In the event of a
<br />conflict between the terms of this Agreement and any attachments hereto, the terms of this
<br />Agreement shall prevail except over the Merchant Card Processing Agreement. This Agreement
<br />may not be modified except by written instrument signed by the City and by an authorized
<br />representative of Consultant. The parties agree that any terms or conditions of any purchase
<br />order or other instrument that are inconsistent with, or in addition to, that terms and conditions
<br />hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement
<br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise,
<br />have been made by any party, or anyone acting on behalf of any party, which are not embodied
<br />herein.
<br />14. 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 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
<br />shall be construed to limit the City's ability to have any of the services which are the subject to
<br />this Agreement performed by City personnel or by other consultants retained by City.
<br />15. 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 />16. 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
<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.
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