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XLASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor
<br />may not assign, transfer, delegate, or subcontract any interest herein without prior written consent of
<br />the City, and any such assignment, transfer, delegation or subcontract without the City's prior written
<br />consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the
<br />City's ability to have any of the services which are the subject to this Agreement performed by the City
<br />personnel or by other Contractor retained by City.
<br />XILTERMINATION
<br />This Agreement may not be terminated by the City upon thirty (30) days written notice of termination.
<br />In such event, Contractor shall be entitled to receive, and the City shall pay, Contractor compensation
<br />for all services performed by Contractor prior to receipt of such notice of termination, subject to the
<br />following conditions:
<br />A. As a condition of such payment, the Executive Director may require Contractor to deliver to the
<br />City all work products completed as of such date, and in such case such work product shall be property
<br />of the City unless prohibited by law, and Contractor consents to the City's use thereof for such
<br />purposes as the City deems appropriate.
<br />B. Payment need not be made for work which fails to meet the standard of performance specified
<br />in the Recitals of this Agreement.
<br />XIILDISCRIMINATION
<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
<br />the recruitment, selection, training, utilization, promotion, termination or other employment related
<br />activities. Contractor affirms that it is an equal opportunity employer and shall comply with all
<br />applicable federal, State and local laws and regulations.
<br />XIV.JURISDICTION — VENUE
<br />This Agreement and all questions relating to its validity, interpretation, performance, and enforcement
<br />shall be government and construed in accordance with the laws of the State of California. This
<br />Agreement has been executed and delivered in the State of California and the validity, interpretation,
<br />performance, and enforcement of any of the clauses of this Agreement shall be determined and
<br />governed by the laws of the 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 of this Agreement.
<br />XV.PROFESSIONAL LICENSES
<br />Contractor shall, throughout the term of this 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 of the United Sates, 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 their inability to
<br />obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be
<br />cause for termination of this Agreement.
<br />XVI.RESPONSIBILITY FOR DAMAGES
<br />The Contractor shall be responsible for all damages to persons and /or property that occur as a result of
<br />the fault or negligence of said Contractor or his employees in connection with the performance of this
<br />work.
<br />RFP FOR LED POST TOP RETROFIT STREETLIGHTS & SARTC STRUCTURE LIGHTING Page J 33
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