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11. 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
<br />shall be construed to limit the City's ability to have any of the services which are the subject to
<br />this Agreement performed by City personnel or by other contractors retained by City.
<br />12. TERMINATION
<br />a. This Agreement may be terminated by the City upon fifteen (15) days written notice of
<br />termination. However, the City reserves the right to terminate this Agreement for cause
<br />immediately. Additionally, if Contractor fails to meet the specifications of this Agreement for a
<br />period of seven (7) cumulative days, the City may terminate the balance of this Agreement by
<br />written notice of termination to the Contractor, which notice shall be effective two (2) days after
<br />mailing.
<br />b. Contractor may upon fifteen (15) days written notice, request termination when
<br />conditions during the Agrmnent term make it impossible or impractical to proceed or when
<br />prevented from proceeding by act of God, by law or official action of a public authority.
<br />13. 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
<br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
<br />other employment related activities. Contractor affirms that it is an equal opportunity employer
<br />and shall comply with all applicable federal, state and local laws and regulations.
<br />14. 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 />agree that Orange County, California, shall be the venue for any action or proceeding that may
<br />be brought or arise out of, in connection with or by reason of this Agreement.
<br />15. PROFESSIONAL LICENSES
<br />Contractor shall, throughout the terin of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services
<br />hereunder and required by the laws and regulations of the United States, the State of California,
<br />the City of Santa Ana and all other governmental agencies. Contractor shall notify the City
<br />immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
<br />waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
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