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12. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may <br />not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and <br />any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be <br />considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of <br />the services which are the subject to this Agreement performed by City personnel or by other consultants <br />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, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services <br />performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all <br />work product completed as of such date, and in such case such work product shall be the property of the City unless <br />prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems <br />appropriate. <br />b. Payment need not be made for work which fails to meet the standard of performance specified in the <br />Recitals of this Agreement. <br />14. DISCRIMINATION <br />Consultant 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 />Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state <br />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, <br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and <br />governed by the laws of the State of California. Both parties further agree that Orange Comity, California, shall <br />be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of <br />this Agreement. <br />16. PROFESSIONAL LICENSES <br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, <br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the <br />laws and regulations of the United States, the State of California, the City of Santa Ana and all other <br />governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or <br />maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for <br />termination of this Agreement. <br />17. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and <br />right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, <br />including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority <br />or power is not, in fact, held by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body <br />of this Agreement. <br />