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<br />11. Assignment <br />Inasmuch as this Agreement is intended to <br />not assign, transfer, delegate, or subcontract any im <br />City and any such assignment, transfer, delegation <br />shall be considered null and void. Nothing in this A <br />to have any of the services which are the subject to <br />other Vendors retained by City. <br />12. Termination <br />This Agreement may be terminated by the <br />without any early termination penalty. In such even <br />pay Vendor compensation for all services perforned <br />subject to the following conditions: <br />a. As a condition of such payment, the E <br />City all work product completed as of such date, <br />of the City unless prohibited by law, and Vendor <br />the City deems appropriate. <br />b. Payment need not be made for work <br />in the Recitals of this Agreement. <br />13. Discrimination <br />Vendor shall not discriminate because of <br />orientation, age, national origin, ancestry, or disal <br />recruitment, selection, training, utilization, promc <br />Vendor affirms that it is an equal opportunity eml <br />and local laws and regulations. <br />14. Jurisdiction -Venue <br />This Agreement and all questions relating t~ <br />enforcement shall be governed and constmed in acc <br />Agreement has been executed and delivered in the 5 <br />performance, and enforcement of any of the clauses <br />by the laws of the State of California. Both parties <br />the venue for any action or proceeding that may be 1 <br />of this Agreement. <br />15. Professional Licenses <br />Vendor shall, throughout the term of this <br />approvals, waivers, and exemptions necessary for <br />the laws and regulations of the United States, the <br />governmental agencies. Vendor shall notify the C <br /> <br />cure the specialized services of Vendor, Vendor may <br />est herein without the prior written consent of the <br />subcontract without the City's prior written consent <br />Bement shall be construed to limit the City's ability <br />is Agreement performed by City personnel or by <br />ty upon thirty (30) days written notice of termination, <br />Vendor shall be entitled to receive and the City shall <br />y Vendor prior to receipt of such notice of termination, <br />rtive Director may require Vendor to deliver to the <br />in such case such work product shall be the property <br />gents to the City's use thereof for such purposes as <br />fails to meet the standard of performance specified <br />color, creed, religion, sex, marital status, sexual <br />as defined and prohibited by applicable law, in the <br />termination or other employment related activities. <br />- and shall comply with all applicable federal, state <br />s validity, interpretation, performance, and <br />ance with the laws of the State of Califomia. This <br />e of California and the validity, interpretation, <br />this Agreement shall be determined and governed <br />agree that Orange County, California, shall be <br />or arise out of, in connection with or by reason <br />-Bement, maintain all necessary licenses, permits, <br />provision of the services hereunder and required by <br />to of Califomia, the City of Santa Ana and all other <br />immediately and in writing of her inability to obtain <br />