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17. 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 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
<br />are the subject to this Agreement performed by City personnel or by other Contractors retained
<br />by City.
<br />18. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Contractor shall be entitled to receive compensation for all services
<br />performed by Contractor prior to receipt of such notice of termination, subject to the following
<br />conditions:
<br />a. As a condition of such payment, the Executive Director may require Contractor to
<br />deliver to the City all work product completed, as of such date, and in such case,
<br />such work product shall be the property of the City unless prohibited by law, and
<br />Contractor consents to the City's use thereof for such purposes, as the City
<br />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 />19. DISCRIMINATION
<br />Contractor 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. Contractor affirms that it is an equal opportunity employer
<br />and shall comply with all applicable federal, state and local laws and regulations.
<br />20. JURISDICTION - VENUE
<br />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 of the State of California. Both parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may
<br />be brought or arise out of, in connection with or by reason of this Agreement.
<br />21. PROFESSIONAL LICENSES
<br />Contractor shall, throughout the term of this Agreement, maintain all necessary
<br />licenses, permits, approvals, waivers, and exemptions necessary for the provision of the
<br />services hereunder and required by the laws and regulations of the United States, the State of
<br />California, the City of Santa Ana and all other governmental agencies. Contractor shall notify
<br />the City immediately and in writing of its inability to obtain or maintain such permits, licenses,
<br />approvals, waivers, and exemptions. Said inability shall be cause for termination of this
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