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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 />I2. 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 inade 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 probibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities.
<br />Consultant affirms that it an equal opportunity employer and shall comply with all applicable federal,
<br />.state and local laws and regulations.
<br />14. KTRISDICTION - 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 Califon -da,
<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 deters tined and goveniod
<br />by the laws of the State of California. Both parties further agree that Orange County, California, shrill 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 tbls Agreement, maintain all necessary licenses, pennits,
<br />approvals, waivers, and exemptions necessary for the Provision of the services hercunder 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 inx writing of her inability
<br />to obtain or maintain such permits, licenses, approvals, waivers, and exemptions, Said inability shill be
<br />cause for termination of this Agreement,
<br />16, MISCELLANEOUS PROVISIONS
<br />Each undersigned represents and -warrants that its signature hereBsbelow has the power, authority and
<br />right to hind their respective parties to each of the terns 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 Chert
<br />such authority orpower isnot, in -fact, held by the signatory or is withdrawn,
<br />
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