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and any attachments hereto, the terms of this Agreement shall prevail and will serve to fully supersede existing Agreement. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms or conditions hereof, shall not bind or obligate Attorneys nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized "services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein "without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement maybe terminated by the City with thirty (30) days written notice of termination to the Consultant. a. As a condition of such payment, the City may require Attorneys to deliver to the City all the work product completed as oP such date, and in such case such work product shall be the property of the City unless prohibited by law, and Attorneys consent to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. IGI WIA-11MOVRIatiffAl11)e Attorneys shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or any activities under this Agreement. Attorneys affirm'that it is an equal opportunity employer and shall comply with all applicable federal, state and local.laws and regulations. 15. JURISDICITON -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 25L-8