SIEMENS INDUSTRY, INC. 11 - 2014

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11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 12. TERMINATION This Agreement may be terminated by either party upon thirty (30) days written notice of termination. Additionally, City may terminate this Agreement upon thirty (30) days written notice of Contractors failure to perform in conformance with the Specifications set forth in Exhibit A. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. Payment need not be made for work which fails to meet the standard of performance specified in the specifications set forth in Exhibit A. b. Material Breach. If the City determines Contractor has failed in the performance of the duties as provided herein, the City may consider Contractor in material breach. City may exercise all remedies in law or equity for said breach, including but not limited to: 1) withholding all or a portion of payment owed relative to any such failure to perform or delay in perfonnance, and 2) directing the work be accomplished by either City personnel or another contractor at Contractor's expense, as detennined by the City. Contractor shall be responsible for all costs resulting from any breach, including incidental and consequential damages. 13. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.