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Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
<br />Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written
<br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior
<br />written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit
<br />the City"s ability to have any of the services which are the subject to this Agreement performed by City
<br />personnel or by other Contractors retained by City.
<br />12. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (3 0) days written notice of
<br />termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
<br />co `on for all services performed by Contractor prior to receipt of such notice of tem-fination, subject
<br />to the following conditions .-
<br />a. As a condition of such payment, the Executive Director may require Contractor to deliver to the
<br />City all work product ecaTleted. as of such date, and in such case such work product shall be the property of
<br />the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the
<br />City deems appropriate.
<br />b. Payment need not be made for work which fails to meet the standard of perfonnance specified M*
<br />the Recitals of this Agreement.
<br />13. DISCRIMINATION
<br />Contractor 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, tennination or other employment related activities.
<br />Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal,
<br />state and local laws and regulations.
<br />14. JURISDICTION - VENUE
<br />This ALYreement has been executed and delivered in the State of California and the validity,
<br />%.0
<br />interpretation, performance., and enforcement of any of the clauses of this Agreement shall be determined
<br />and governed by the laws of the State of California. Both parties further agree that Orange County,
<br />California, shall be the venue for any action or proceeding that may be brought or arise out of, in
<br />connection with or by reason of this Agreement.
<br />15, PROFESSIONAL LICENSES
<br />Contractor shalt, 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 by
<br />the laws and regulations of the United States, the State of California, the City of Santa Ana and all other
<br />governmental agencies. 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 inability shall be
<br />cause for teffnination of this Agreement.
<br />16, MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority
<br />and right to bind their respective parties to each of the ten-ns of this Agreement, and shall indemnify City
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