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and conditions hereof, shall not bind or obligate AUDITOR nor the CITY. Each party to this Agreement
<br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have
<br />been made by any party, or anyone acting on behalf of any party, which are not embodied herein.
<br />13. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of AUDITOR,
<br />AUDITOR may not assign, transfer, delegate, or subcontract any interest herein without the prior written
<br />consent of the CITY and any such assignment, transfer, delegation or subcontract without the CITY's
<br />prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to
<br />limit the CITY's ability to have any of the services which are the subject to this Agreement performed by
<br />CITY personnel or by other consultants retained by CITY.
<br />14. TERMINATION
<br />If, at any time during the term of this Agreement, CITY determines that AUDITOR is not
<br />faithfully abiding by any term or condition contained herein, CITY may notify AUDITOR in writing of
<br />such defect or failure to perform; which notice must give AUDITOR a ten (10) -day notice of time
<br />thereafter in which to perform said work or cure the deficiency. If AUDITOR has not performed the
<br />work or cured the deficiency within the ten (10) days specified in the notice, such shall constitute a breach
<br />of this Agreement and CITY may terminate this Agreement immediately by written notice to the
<br />AUDITOR to said effect. Thereafter, neither party shall have any further duties, obligations,
<br />responsibilities or rights under this Agreement except, however, any and all obligations of AUDITOR'S
<br />surety shall remain in full force and effect, and shall not be extinguished, reduced, or in any manner
<br />waived by the termination hereof. In said event, AUDITOR shall be entitled to the reasonable value of its
<br />services performed from the beginning of the period in which the breach occurs up to the day it received
<br />CITY'S Notice of Termination, less any offset from such payment representing the CITY'S damages from
<br />such breach. CITY reserves the right to delay any such payment until completion or confirmed
<br />abandonment of the project, as may be determined in the CITY'S sole discretion, so as to permit a full and
<br />complete accounting of costs. In no event, however, shall AUDITOR be entitled to receive in excess of
<br />the compensation quoted in its bid
<br />15. ATTORNEYS FEES
<br />In the event an action is commenced by either party to enforce any rights under this Agreement,
<br />the prevailing party shall be entitled to recover reasonable attorney's fees and court costs, in addition to
<br />any other relief granted by the Court.
<br />16. DISCRIMINATION
<br />AUDITOR shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable
<br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment
<br />related activities. AUDITOR affirms that it is an equal opportunity employer and shall comply with all
<br />applicable federal, state and local laws and regulations.
<br />17. JURISDICTION - VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity,
<br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined
<br />and governed by the laws of the State of California. Both parties further agree that Orange County,
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