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<br /> authorized representative of Contractor. The parties agree that any terms or conditions of any purchase
<br /> order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof,
<br /> shall not bind or obligate neither Contractor nor the City. Each party to this Agreement acknowledges
<br /> that no representations, inducements, promises or agreements, orally or otherwise, have been made by any
<br /> party, or anyone acting on behalf of any party, which is not embodied herein.
<br /> 12. ASSIGNMENT
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<br /> Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may
<br /> not assign, transfer, delegate, or subcontract any interest herein without prior written consent of the City,
<br /> and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall
<br /> be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to
<br /> have any of the services which are the subject to this Agreement performed by the City personnel or by
<br /> other Contractor retained by City.
<br /> 13. TERMINATION
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<br /> This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In
<br /> such event, Contractor shall be entitled to receive, and the City shall pay Contractor compensation for all
<br /> services performed by Contractor prior to receipt of such notice of termination, subject to the following
<br /> conditions:
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<br /> a. As a condition of such payment, the Executive Director may require Contractor to deliver to the
<br /> City all work product completed as of such date, and in such case such work product shall be
<br /> property of the City unless prohibited by law, and Contractor consents to the City's use thereof
<br /> for such purposes as the City deems appropriate.
<br /> b. Payment need not be made for work which fails to meet the standard of performance specified in
<br /> the Recitals of this Agreement.
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<br /> 14. DISCRIMINATION
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<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, termination 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 /> 15. JURISDICTION - VENUE
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<br /> This 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
<br /> reason of this Agreement.
<br /> 16. PROFESSIONAL LICENSES
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<br /> Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals,
<br /> waivers, and exemptions necessary for the provision of services hereunder and required by the laws and
<br /> regulations of the United Sates, the State of California, the City of Santa Ana and all other governmental
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<br /> 25C-7
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