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specified in this Agreement, without the prior written consent of the City and any such assignment,
<br />transfer, delegation or subcontract without the City's prior written consent shall be considered null and
<br />void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the
<br />services, which are the subject to this Agreement performed by City personnel or by other contractors
<br />retained by City.
<br />12. TERMINATION
<br />This Agreement may be terminated by the City upon seven (7) days written notice of
<br />termination.
<br />13. NON-DISCRIMINATION
<br />Stanbridge shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information,
<br />or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />employment related activities. Stanbridge affirm that it is an equal opportunity employer and shall
<br />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 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 Orange
<br />County, California, shall be the venue for any action or proceeding that may be brought or arise out of,
<br />in connection with or by reason of this Agreement.
<br />15. PROFESSIONAL LICENSES
<br />Stanbridge 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 and
<br />required by the laws and regulations of the United States, the State of California, the City of Santa Ana
<br />and all other governmental agencies, including without limitation, the California Bureau of Security
<br />and Investigative Services. Stanbridge shall notify the City immediately and in writing of its inability
<br />to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall
<br />be cause for termination of this Agreement.
<br />16. MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature herein below has the power,
<br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall
<br />indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
<br />City in the event that such authority 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
<br />the body of this Agreement.
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