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3-7.1. Effect of Termination Upon issuance of any notice of termination, CONTRACTOR shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. The CONTRACTOR shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter; provided, however, that payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 3-8.0 INDEPENDENT CONTRACTOR CONSULTANT shall perform the services hereunder as an independent contractor. No agent, representative or employee of CONSULTANT shall be considered an employee of the CITY Neither the CITY nor any of its employees shall have any control over the manner, mode or means by which CONSULTANT, its agents or employees, perform the services required herein, except as otherwise set forth herein. CITY shall have no voice in the selection, discharge, supervision or control of CONSULTANT'S employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. CONSULTANT shall perform all services required herein as an independent CONSULTANT of CITY and shall remain at all times as to CITY a wholly independent CONSULTANT with only such obligations as are consistent with that role. CONSULTANT shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of CITY. CITY shall not in any way or for any purpose become or be deemed to be a partner of CONSULTANT in its business or otherwise or a joint venturer or a member of any joint enterprise with CONSULTANT. 3-9.0 NON -ASSIGNMENT This Agreement is not assignable either in whole or in part by CONSULTANT or the CITY without the written consent of the other party. 3-10.0 GOVERNING LAW - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 3-11.0 LEGAL ACTION In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 13