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11. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of UCI, UCI may not
<br />assign, transfer, delegate, or subcontract any interest herein, except as already specified in this
<br />Agreement, without the prior written consent of the City and any such assignment, transfer, delegation
<br />or 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 are the
<br />subject to this Agreement performed by City personnel or by other contractors retained by City.
<br />12. TERMINATION
<br />This Agreement may be terminated by either party upon thirty (30) days written notice of
<br />termination.
<br />13. NON-DISCRIMINATION
<br />UCI shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, gender identity, gender expression, gender, medical conditions, genetic information, or
<br />military and veteran status, 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. UCI affirm that it is an equal opportunity employer and shall comply
<br />with all applicable federal, state, and local laws and regulations.
<br />14. JURISDICTION -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 Orange
<br />County, California, shall be the venue for any action or proceeding that may be brought or arise out of,
<br />in connection with or by reason of this Agreement.
<br />15. PROFESSIONAL LICENSES
<br />UCI shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
<br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required
<br />by the laws and regulations of the United States, the State of California, the City of Santa Ana and all
<br />other governmental agencies, including without limitation, the California Bureau of Security and
<br />Investigative Services. UCI shall notify the City immediately and in writing of its inability to obtain or
<br />maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for
<br />termination of this Agreement.
<br />16. MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature herein below has the power,
<br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall
<br />indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
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