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representations, inducements, promises or agreements, orally or otherwise, have been made by any party,
<br />or anyone acting on behalf of any party, which are not embodied herein.
<br />11. Assignment
<br />Inasmuch as this Agreement is intended to secure the specialized services of Vendor, Vendor may
<br />not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the
<br />City and any such assignment, transfer, delegation or subcontract without the City's prior written consent
<br />shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability
<br />to have any of the services which are the subject to this Agreement performed by City personnel or by
<br />other Vendors retained by City.
<br />12. Termination
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination,
<br />without any early termination penalty. In such event, Vendor shall be entitled to receive and the City shall
<br />pay Vendor compensation for all services performed by Vendor 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 Vendor to deliver to the
<br />City all work product completed as of such date, and in such case such work product shall be the property
<br />of the City unless prohibited by law, and Vendor consents to the City's use thereof for such purposes as
<br />the City deems appropriate.
<br />b. Payment need not be made for work which fails to meet the standard of performance specified
<br />in the Recitals of this Agreement.
<br />13. Discrimination
<br />Vendor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities.
<br />Vendor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state
<br />and local laws and regulations.
<br />14. Jurisdiction - Venue
<br />This Agreement and all questions relating to its validity, interpretation, performance, and
<br />enforcement shall be governed and construed in accordance with the laws of the State of California. This
<br />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
<br />by the laws of the State of California. Both parties further agree that Orange County, California, shall be
<br />the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason
<br />of this Agreement.
<br />15. Professional Licenses
<br />Vendor shall, throughout the term of this Agreement, maintain all necessary licenses, pennits,
<br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by
<br />the laws and regulations of the United States, the State of California, the City of Santa Ana and all other
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