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<br />II. ASSIGNMENT <br /> <br />lnasmuch as this Agreement is intended to secure the specialized services of Instructor, <br />Instructor may not assign, transfer, delegate, or subcontract any interest herein without thl;: prior <br />\vritten consent of the City and any sllch assignment, transfer, dekgatiun or subcontract without <br />the City's prior written consent shall be considered null and void. Nothing in this Agreement <br />shall bc construed to limit the City's ability to have any of the services which are the subject to <br />this Agreement perJormed by City personnel or by other consultants retained by City. <br /> <br />12. TERMINATION <br /> <br />This Agrccment may be terminated by the City upon ten (10) days written notice of termination. <br />In such event, Instructor shall be entitled to receive and the City shall pay Instructor compensation <br />lor all services performed by Instructor prior to receipt of such notice of tcrmination. <br /> <br />13. DISCRIMINATION <br /> <br />Instructor shall not discriminate bel:ause of race. color, creed, religion, sex, marital status, <br />sexual orientation, age. national origin, ancestry, or disability, as defined and prohibitcd by <br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other <br />employment related activities. Instructor affirms that it is an equal opportunity employer and <br />shall comply with all applicable federal, state and local laws ami regulations. <br /> <br />14. ,JURISDICTION - VENUE <br /> <br />This Agrccment has been cxccutcd and delivered in the State ofCalilornia ami the <br />validity, intcrprctation, performance, and enforcemcnt 01' any of the clauses of this Agreement <br />shall be determined and governcd 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 /> <br />15. PROFESSIONAL LICENSES <br /> <br />Instructor shall, lhroughout the term of this Agreement, maintain all necessary licenses, <br />permits and approvals necessary for the provision of the services hereunder and required by thc <br />laws and regulations of the United States, the Statc of California, the City of Santa Ana and all <br />other governmental agencies. Instructor shall notify the City immediately and in writing of her <br />inability to obtain or maintain such permits, licenses or approvals. Said inability shall be cause <br />for termination ,,['this Agrecment. <br /> <br />16. MISCI-:LLANEOUS PROVISIONS <br /> <br />a. All Exhibits rcfcrenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br /> <br />5 <br />