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instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
<br />obligate neither Contractor nor the City. Each party to this Agreement acknowledges that no representations,
<br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
<br />behalf of any party, which is not embodied herein.
<br />12. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not
<br />assign, transfer, delegate, or subcontract any interest herein without prior written consent of the City, and any
<br />such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered
<br />null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services
<br />which are the subject to this Agreement performed by the City personnel or by other Contractor retained by City.
<br />Notwithstanding the above, Contractor may transfer and assign its rights, or delegate its duties or obligations
<br />without the prior written consent of The City of Santa Ana in the event of a merger, integration, reorganization,
<br />corporate restructuring or the sale of all or substantially all its assets. In case of such transfer or assignment,
<br />Contractor shall take care that the transferee, assignee or successor will comply with the terms and conditions of
<br />this Agreement.
<br />13. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination. For a
<br />ternination for convenience, the termination shall be effective upon Contractor's receipt of City's written notice
<br />of such termination. For a termination for cause, the termination shall be effective thirty (30) days after
<br />Contractor's receipt of City's written notice thereof and Contractor's failure during that period to cure the cause
<br />or default which is at issue and the reason for the notice of termination, or reasonably initiate a cure during such
<br />time. In such event, Contractor shall be entitled to receive, and the City shall pay Contractor within sixty (60)
<br />days compensation for all services performed by Contractor prior to receipt of such notice of termination
<br />subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all
<br />work product completed as of such date, and in such case such work product shall be property of the
<br />City unless prohibited by law; and Contractor consents to the City's use thereof for such purposes as the
<br />City deems appropriate.
<br />b. Payment need not be made for work which fails to meet the standard of performance specified in the
<br />Recitals of this Agreement.
<br />14, DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex; marital status, sexual orientation,
<br />age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment,
<br />selection, training, utilization, promotion, termination or other employment related activities. Contractor
<br />affirms that it is an equal opportunity employer and shall comply with all applicable federal, State and local
<br />laws and regulations.
<br />15. JURISDICTION — VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity, interpretation,
<br />performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the
<br />laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for
<br />any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement,
<br />20B -33
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