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<br />, <br /> <br />Inasmuch as this Agreement is intended to secure the specialized services of Special <br />Counsel, Special Counsel may not assign, transfer, delegate, or subcontract any interest herein <br />without the prior written consent of the City and any such assignment, transfer, delegation or <br />subcontract without the City's prior written consent shall be considered null and void. Nothing in <br />this Agreement shall be construed to limit the City's ability to have any of the services which are <br />the subject to this Agreement performed by City personnel or by other Special Counsel retained <br />by City. <br /> <br />12. <br /> <br />TERMINATION <br /> <br />This Agreement may be terminated by either party upon thirty (30) days written notice of <br />termination to the other party. In such event, Special Counsel shall be entitled to receive and the <br />City shall pay Special Counsel compensation for all services performed by Special Counsel prior to <br />receipt of such notice of termination, subject to the following conditions: <br /> <br />a. As a condition of such payment, Special Counsel shall deliver to the City all files and <br />records generated under this Agreement as of such date. <br /> <br />b. Payment need not be made for work that fails to meet the standard of performance <br />specified in the Recitals ofthis Agreement. <br /> <br />13. <br /> <br />DISCRlMINA TION <br /> <br />Special Counsel 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. Special Counsel affJrms that it is an equal opportunity <br />employer and shall comply with all applicable federal, state and local laws and regulations. <br /> <br />14. <br /> <br />CONTROL OF LEGAL MATTERS <br /> <br />Special Counsel agrees that each and every matter or proceeding in which it undertakes to <br />assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and <br />direction of said City Attorney at all stages, and that it shall at all times keep the City Attorney <br />informed of all matters pertaining thereto. Special Counsel further agrees, that if and when its <br />employment hereunder is terminated by City, as hereinafter specified, it shall return to City <br />Attorney any and all files then in its possession concerning each and every matter or proceeding in <br />which it represented the City pursuant to this Agreement. <br /> <br />15. <br /> <br />JURISDICTION - VENUE <br /> <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, performance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws ofthe State of California. Both parties further <br /> <br />5 <br />