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are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or <br />obligate Contractor nor the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been <br />made by any party, or anyone acting on behalf of any party, which are not embodied <br />herein. <br />10. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the City and any such assignment, transfer, <br />delegation or subcontract without the City's prior written consent shall be considered null <br />and void. Nothing in this Agreement shall be construed to limit the City's ability to have <br />any of the services which are the subject to this Agreement performed by City personnel <br />or by other Contractors retained by City. <br />11. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written <br />notice of termination. In such event, Contractor shall be entitled to receive and the City <br />shall pay Contractor compensation for all services performed by Contractor prior to receipt <br />of such notice of termination, subject to the following conditions: <br />a. As a condition of such payment, the Police Chief may require Contractor to <br />deliver to the City all work-product completed as of such date, and in such case such work <br />product shall be the property of the City unless prohibited by law, and Contractor consents <br />to the City's use thereof for such purposes as the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br />12. DISCRIMINATION <br />Contractor shall not discriminate because of race, color, creed, religion, sex, <br />marital status, sexual orientation, age, national origin, ancestry, or disability, as defined <br />and prohibited by applicable law, in the recruitment, selection, training, utilization, <br />promotion, termination or other employment related activities. Contractor affirms that he <br />is an equal opportunity employer and shall comply with all applicable federal, state and <br />local laws and regulations. <br />13. JURISDICTION -VENUE <br />This Agreement and all questions relating to its validity, interpretation, <br />performance, and enforcement shall be governed and construed in accordance with the <br />laws of the State of California. This Agreement has been executed and delivered in the <br />Independent Contractor Agreement Between George Saadeh and City of Santa Ana <br />Page 5 of 8 <br />