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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
<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
<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:
<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.
<br />14. 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, 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
<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
<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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