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<br />written consent of the City and any such assignment, transfer, delegation or subcontract without
<br />the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
<br />be construed to limit the City’s ability to have any of the services which are the subject to this
<br />Agreement performed by City personnel or by other Consultants retained by City.
<br />
<br />15. TERMINATION
<br />
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
<br />compensation for all services performed by Consultant prior to receipt of such notice of termination,
<br />subject to the following conditions:
<br />
<br />a. As a condition of such payment, the City of Santa Ana may require Consultant to deliver
<br />to the City all work product completed as of such date, and in such case such work product
<br />shall be the property of the City unless prohibited by law, and Consultant consents to the
<br />City's use thereof for such purposes as the City deems appropriate.
<br />
<br /> b. Payment need not be made for work, which fails to meet the standard of performance
<br /> specified in the Recitals of this Agreement.
<br />
<br />16. NON-DISCRIMINATION
<br />
<br /> Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military and veteran status, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
<br />promotion, termination or other employment related activities or any services provided under this
<br />Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all
<br />applicable federal, state and local laws and regulations.
<br />
<br />17. JURISDICTION - VENUE
<br />
<br /> This Agreement and all questions relating to its validity, interpretation, performance, and
<br />enforcement shall be government and construed in accordance with the laws of the State of
<br />California. This Agreement has been executed and delivered in the State of California and the
<br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
<br />shall be determined and governed by the laws of the State of California. Both parties further agree
<br />that 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 Agreement.
<br />
<br />18. PROFESSIONAL LICENSES
<br />
<br /> Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
<br />and required by the laws and regulations of the United States, the State of California, the City of
<br />Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
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