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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. Fach 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 err <br />behalf of ¢iny party, which is not embodied herein. <br />12. ASSIGNMEN`r <br />Inasmuch as this Agreernont is intended to secure file 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 perforated by the City personnel or by other Contractor retained by City. <br />Notwithstanding the above, Contractor may transfer and assig.1i 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 ruerger, integration, reorganization, <br />corporate restructuring or the sale of all or substantially all its assets. in case of such transfer or assig 'junent, <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 />termination 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 shalt 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 />Rocitals of this Agreement <br />14, DISC R[MINATION <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 retried activities. Contractor <br />affirms that it is art 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 [lie <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 />