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Inasmuch as this contract is intended to secure the specialized services of contractor, contractor <br />may not assign, transfer, delegate or subcontract any interest herein without the prior written <br />consent of City and any such assignment, transfer; delegation or subcontract without the City's <br />prior written consent shall be considered null and void. <br />P. JURISDICTION —VENUE <br />This contract has been executed and delivered in the State of California and the validity, <br />interpretation, performance and enforcement of any of the clauses of this contract shall be <br />determined and governed by the laws of the State of California. Both parties further agree that <br />Orange County, California, shall be the venue for any action or proceeding that may be brought <br />or arise out of, in connection with or by reason of this contract. <br />Q. FINES <br />The contractor shall be liable for all violation fines levied against the City by federal, state, or local <br />agencies with regulatory authority related to contractor provided services. <br />R. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, and <br />shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or <br />damages to City in the event that such authority or power is not, in fact, held by the signatory or <br />is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the <br />body of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above <br />written. <br />ATTEST: <br />MARIA D. HUIZAR <br />Clerk of the Council <br />APPROVED AS TO FORM: <br />SONIA CARVAHALO <br />City Attorney <br />By: <br />Assistant City Attorney <br />RECOMMENDED FOR APPROVAL: <br />[Department Executive Director] <br />CITY OF SANTA ANA <br />GERARDO MOUET <br />Acting City Manager <br />CONTRACTOR: <br />[Agency] <br />Tax ID# <br />Page135 <br />PD Janitorial Services RFP 97-022 <br />