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N. ASSIGNMENT <br />Inasmuch as this contract is intended to secure the specialized services of contractor, <br />contractor may not assign, transfer, delegate or subcontract any interest herein without <br />the prior written consent of City and any such assignment, transfer, delegation or <br />subcontract without the City's prior written consent shall be considered null and void. <br />O. JURISDICTION —VENUE <br />This contract 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 <br />contract shall be determined and governed by the laws of the State of California. Both <br />parties further agree that Orange County, California, shall be the venue for any action <br />or proceeding that may be brought or arise out of, in connection with or by reason of <br />this contract. <br />P. FINES <br />The contractor shall be liable for all violation fines levied against the City by federal, <br />state, or local agencies with regulatory authority related to contractor provided <br />services. <br />Q. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has <br />the power, authority and right to bind their respective parties to each of the terms of this <br />Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, <br />for any injuries or damages to City in the event that such authority or power is not, in fact, <br />held by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if <br />fully set forth in the body of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date <br />and year first above written. <br />Park Janitorial Maintenance Services RFP 14 -002 <br />Page 26 <br />19C -28 <br />