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the event of a conflict between the terms of this Agreement and any attachments hereto, the
<br />terns 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 terns 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 or
<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 is 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
<br />shall be construed (a) to limit the City's ability to have any of the services which are the subject
<br />to this Agreement performed by City personnel or by other Contractors retained by City, or (b) to
<br />prevent the assignment of this Agreement by Contractor to (i) a parent or subsidiary, (ii) an
<br />acquirer of all or substantially all of Contractor's assets involved in the operations relevant to
<br />this Agreement, or (iii) a successor by merger or other combination.
<br />12, TERMINATION
<br />This Agreement may be terminated by the City with thirty (30) days written notice. in
<br />such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation
<br />for all services performed by Contractor prior to receipt of such notice of termination. Either patty
<br />may terminate this Agreement at any time in the event that the other party (i) breaches any material
<br />term of this Agreement and fails to cure such breach within thirty (30) days after written notice
<br />thereof; or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or
<br />permits the appointment of a receiver for its business or assets, becomes subject to any proceeding
<br />under any bankruptcy or insolvency law, or is wound up or liquidated, voluntarily or otherwise.
<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 />validity, interpretation, perfonmance, and enforcement of any of the clauses of this Agreement
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