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14. ASSIGNMENT <br />With the exception of subcontractors identified in Exhibit A for the provision of certain <br />services, Contractor may not assign, transfer, delegate, or subcontract any interest herein without <br />the prior written consent of the City and any such assignment, transfer, delegation or subcontract <br />without the City's prior written consent shall be considered null and void. Nothing in this <br />Agreement shall be construed to limit the City's ability to have any of the services which are the <br />subject of this Agreement performed by City personnel or by other contractors or consultants <br />retained by City. No assignment by the City of its rights or obligations under this Agreement shall <br />relieve the City of any of its obligations under this Agreement. <br />15. TERMINATION <br />This Agreement may be terminated by the City for default by Contractor, or as otherwise <br />prescribed by the terms of this Agreement, upon sixty (60) days written notice of termination, <br />which notice shall set forth with specificity the cause for termination. Contractor shall have an <br />opportunity to cure any alleged default for a period of thirty (30) days after receipt of the notice of <br />termination. If Contractor has cured the alleged default in the reasonable opinion of City, then this <br />Contract shall not be terminated. If this Agreement is terminated, Contractor shall be entitled to <br />receive and the City shall pay Contractor compensation for all services performed by Contractor <br />and costs incurred or accrued by Contractor (under the Lease) prior to Contractor's receipt of such <br />notice of termination. If the Agreement is terminated, Contractor shall assign its rights and <br />obligations under the Lease to the City or other governmental entity approved by the City pursuant <br />to section 60 of the Lease Addendum and, unless Contractor is released from all subsequent <br />liability by the landlord under the Lease, the City shall indemnify, defend and hold Contractor <br />harmless from any loss, claim or damage arising from any default by Lessee under the Lease after <br />the effective date of such assignment. <br />16. NONDISCRIMINATION <br />Contractor 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 <br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other <br />employment related activities or in connection with any activities under this Agreement. <br />Contractor affirms that it is an equal opportunity employer and shall comply with all applicable <br />federal, state and local laws and regulations. <br />17. GOVERNING LAW AND 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 <br />determined and governed by the laws of the State of California. Both parties further agree that <br />Orange County, California, shall be the venue for any action or proceeding that may be brought or <br />arise out of, in connection with or by reason of this Agreement. <br />sM3o975-oomV04201.571rol103o Page 9 of 11 <br />