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12. ASSIGNMENT <br />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 <br />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 shall <br />be construed to limit the City's ability to have any of the services which are the subject to this <br />Agreement performed by City personnel or by other Contractors retained by City. <br />13. TERMINATION AND DAMAGES <br />This Agreement may be terminated by either party upon ninety (90) days written notice <br />of termination. In such event, Contractor shall be entitled to receive and the City shall pay <br />Contractor compensation for all services performed by Contractor prior to receipt of such notice of <br />termination, subject to the following conditions: <br />a. Payment need not be made for work which fails to meet the standard of performance <br />specified in the Recitals of this Agreement and the Specifications set forth in Exhibit A. <br />b. Material Breach: If the Executive Director determines the Contractor has failed in the <br />performance of its duties and/or schedule as provided, the Executive Director may consider the <br />Contractor in material breach. City may exercise all remedies in law or equity including but not <br />limited to: 1) withholding all or a portion of payment owed relative to any such failure to perform <br />or for any delay in performance, and 2) directing the work be accomplished by either City <br />employees or another contractor at Contractor's expense, as determined by the Executive <br />Director. Contractor shall be responsible for all costs resulting from breach, including incidental <br />and consequential damages. In the event of a material breach, which remains uncured after five <br />(5) days notice to Contractor, City may terminate this Agreement upon thirty (30) days written <br />notice of termination. <br />14. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS <br />Contractor shall solicit and advertise employment opportunities to Santa Ana residents. <br />The City shall inform the contractor of areas to publicize recruitment opportunities, such as work <br />centers and community centers. Such effort and procedure will be provided to the City for <br />review. <br />15. 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 by <br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other <br />employment related activities. Contractor affirms that it is an equal opportunity employer and <br />shall comply with all applicable federal, state and local laws and regulations. <br />16. 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 />6 <br />25A-10