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written consent of the City and any such assignment, transfer, delegation or subcontract without <br />the City's prior written consent shall be considered null and void. Nothing in this Agreement <br />shall be construed to limit the City's ability to have any of the services which are the subject to <br />this Agreement performed by City personnel or by other Contractors retained by City. <br />11. TERMINATION AND DAMAGES <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination and by the Contractor upon thirty (30) days written notice. In the event of <br />termination by the City, City shall be entitled to receive compensation for all activities by <br />Contractor prior to receipt of such notice of termination. <br />12. DISCRIMINATION <br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited <br />by applicable law, in recruitment, selection, training, utilization, promotion, termination or any <br />other employment related activity. Contractor affirms that it is an equal opportunity employer <br />and shall comply with all applicable federal, state and local laws and regulations. <br />13. JURISDICTION - VENUE <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed 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 by the parties hereto or arises out of, or in connection with or by reason of this <br />Agreement. <br />15. LICENSES & PERMITS <br />Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services <br />hereunder and required by the laws and regulations of the United States, the State of California, <br />the City of Santa Ana and all other governmental agencies. These shall include but not be <br />limited to the following: a California State Board of Equalization Seller's Permit; City of Santa <br />Ana Business Tax Receipt; Professional Food Manager Certificate; and County of Orange Heath <br />Department Permit. Contractor shall notify the City immediately and in writing of its inability to <br />obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said failure shall <br />be cause for termination of this Agreement by the City in accordance with Section 11, above. <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 <br />City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br />5 <br />25D-8