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Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
<br />Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written
<br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior
<br />written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit
<br />the City's ability to have any ofthe services which are the subject to this Agreement performed by City
<br />personnel or by other consultants retained by City.
<br />11. TERMINATION
<br />This Agreement may be terminated by either party upon thirty (30) days written notice of
<br />termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
<br />compensation for all services performed by Contractor prior to receipt of such notice of termination.
<br />However, payment need not be made for work which fails to meet the standard of performance specified in
<br />the Recitals ofthis Agreement.
<br />12. DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities.
<br />Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal,
<br />state and local laws and regulations.
<br />13. 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 ofthis Agreement shall be determined
<br />and governed by the laws ft State of California. Both parties further agree that Orange County,
<br />California, shall be the venue for any action or proceeding that may be brought or arise out of, in
<br />connection with or by reason ofthis Agreement.
<br />14. PROFESSIONAL LICENSES
<br />Contractor shall, throughout the term ofthis Agreement, maintain all necessary licenses, permits,
<br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by
<br />the laws and regulations ofthe United States, the State of California, the City of Santa Ana and all other
<br />governmental agencies. Contractor shall notify the City immediately and in writing of its inability to
<br />obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be
<br />cause for termination ofthis Agreement.
<br />15. MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority
<br />and right to bind their respective parties to each ofthe terms ofthis Agreement, and shall indemnify City
<br />fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such
<br />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 the
<br />body ofthis Agreement.
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