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(a GENERAL TERMS AND CONDITIONS In no circumstance, shall retroactive pricing adjustments be considered by the City. The City may enforce, adjust, or cancel escalating price agreements as it sees fit. Adjustments increasing supplier's profit margin shall NOT be allowed. No more than one price adjustment shall be made within any one contract term, including during any renewal periods. S. PUBLIC AGENCIES: Public agencies, as defined by California Government Code section 6500, may choose to use the terms of this Contract or "piggyback", subject to Contractor's acceptance. The City is not liable or responsible for any obligations related to a subsequent contract between Contractor and another public agency. T. SUBCONTRACTING: No performance of this contract or any portion thereof may be assigned or subcontracted by Contractor without the express written consent of the City. Any attempt by the Contractor to assign or subcontract any performance of the terms of this contract without said consent shall be null and void and shall constitute a default under this contract. In the event of such a default, the City may immediately terminate this contract. In the event the City consents to assignment or subcontracting, each term and condition of this contract shall be binding on the assigns, successors or administrators of the respective parties. In the event the City consents to subcontracting, the Contractor shall include in all subcontracts the following provision: "This contract is a subcontract under the terms of a prime contract with the City of Santa Ana. All provisions of that prime contract shall apply to this subcontract." Contractor and all subcontractors must obtain and maintain in effect a valid City of Santa Ana Business License prior to commencement of work, and during the entire time that work is being performed under the contract. All permits and licenses necessary to the performance of this project shall be secured by the Contractor at the Contractor's own expense. The Contractor shall pay all taxes properly assessed against any equipment or property used or required in connection with the performance of security services. Contractor shall indemnify, defend, and hold harmless the City and its employees and agents from any and all liability arising or resulting from the employment of any subcontractors and their employees in the same manner as for Contractor's own employees. U. TERMINATION: The City reserves the right to terminate the Contract/Purchase Order or delay delivery or acceptance of any products and/or services ordered resulting from this bid without penalty. Upon receipt of any written notice of termination from City, Contractor shall immediately cease all services hereunder except such as may be specifically approved in writing by City. Upon termination, City shall pay Contractor for services rendered as specified in the Contract prior to the effective date of termination. V. USAGE: No guarantee is given by the City to Vendor regarding usage of the resulting contract. Usage figures or quantities, if provided, are approximations. Vendor agrees to City of Santa Ana IFB No. 23-117A Page 17 of 21