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EXHIBIT 1
<br />otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied
<br />herein.
<br />11. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
<br />Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written
<br />consent of the Authority and any such assignment, transfer, delegation or subcontract without the
<br />Authority's prior written consent shall be considered null and void.
<br />12. TERMINATION
<br />This Agreement may be terminated by the Authority upon thirty (30) days written notice of
<br />termination. In such event, Consultant shall be entitled to receive and the Authority shall pay Consultant
<br />compensation for all services performed by Consultant prior to receipt of such notice of termination,
<br />however, payment need not be made for work which fails to meet the standard of performance specified in
<br />the Recitals of this Agreement.
<br />13. 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,
<br />state and local laws and regulations.
<br />14. JURISDICTION - VENUE
<br />This Agreement and all questions relating to its validity, interpretation, performance, and
<br />enforcement shall be government and construed in accordance with the laws of the State of California.
<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 />15. 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
<br />the 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 Authority immediately and in writing of her inability
<br />to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be
<br />cause for termination of this Agreement.
<br />16. MISCELLANEOUS PROVISIONS
<br />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 Authority
<br />fully, including reasonable costs and attorney's fees, for any injuries or damages to Authority in the event that
<br />such authority or power is not, in fact, held by the signatory or is withdrawn.
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