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Exhibit 1 Party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Foundation, Foundation may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Foundations retained by City at its cost and expense. 13. TERMINATION A. Without Cause Termination. This Agreement may not be terminated without cause unless it is by mutual agreement in writing of both City and Foundation. B. With Cause Termination. This Agreement may be terminated with cause by either City or Foundation with no less than fourteen (14) days' written notice to the other Party. "Cause" shall mean: 1) Either Party's material breach of its obligations under this Agreement; or 2) Either Party's filing for bankruptcy protection. C. To the extent possible, Foundation and City agree to use best efforts to resolve any issues or concerns that develop and to resolve them to the mutual satisfaction of Foundation and City. Each Party recognizes that the other will have a substantial investment of time and money in performing this Agreement. 15. COMPLIANCE WITH ALL LAWS The Parties shall comply with all applicable federal, state, and local laws and regulations including but not limited to the American with Disabilities Act. 16. DISCRIMINATION Foundation shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, military service or veteran's status or any other grounds prohibited by state or federal law. Foundation affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17.JURISDICTION —VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES 10