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10. ASSIGNMENT
<br />The experience, knowledge, capability and reputation of Provider were a substantial
<br />inducement for City to enter into this Agreement. Therefore, Provider may not assign, transfer,
<br />delegate, or subcontract any interest herein without the prior written consent of the City and any
<br />such assignment, transfer, delegation or subcontract without the City's prior written consent shall
<br />be considered null and void.
<br />11. TERMINATION
<br />This Agreement may be terminated by the City upon seven (7) days written notice of
<br />termination. In such event, Provider shall be entitled to receive, and City shall pay Provider,
<br />compensation for all services rendered prior to the effective date of termination.
<br />12. RECORDS
<br />Provider shall keep records and invoices in connection with the work to be performed under
<br />this Agreement. Provider shall maintain complete and accurate records with respect to the costs
<br />incurred under this Agreement and any services, expenditures, and disbursements charged to the
<br />City for a minimum period of three (3) years, or for any longer period required by law, from the
<br />date of final payment to City under this Agreement. Provider shall allow inspection of all work,
<br />data, documents, proceedings, and activities related to this Agreement for a period of three (3)
<br />years from the date of final payment to City under this Agreement.
<br />13. NON-DISCRIMINATION
<br />Provider shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination
<br />or other employment related activities or in connection with any activities under this Agreement.
<br />14. 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
<br />determined and governed by the laws of the State of California. Both parties further agree that
<br />Orange County, California, shall be the venue for any action or proceeding that may be brought or
<br />arise out of, in connection with or by reason of this Agreement.
<br />15. LICENSES
<br />Provider shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
<br />and required by the laws and regulations of the United States, the State of California, the City of
<br />Santa Ana and all other governmental agencies.
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