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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
<br />shall be construed to limit the City's ability to have any of the services which are the subject to
<br />this Agreement performed by City personnel or by other consultants retained by City.
<br />13. TERMINATION
<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 />a. As a condition of such payment, the Executive Director may require Consultant to deliver
<br />to the City all work product completed as of such date, and in such case such work product shall be
<br />the property of the City unless prohibited by law, and Consultant consents to the City's use thereof
<br />for such purposes as the City deems appropriate.
<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 />14. DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
<br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
<br />other employment related activities. Consultant affirms that it is an equal opportunity employer
<br />and shall comply with all applicable federal, state and local laws and regulations.
<br />15. JURISDICTION - VENUE
<br />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
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may
<br />be brought or arise out of, in connection with or by reason of this Agreement.
<br />16. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS
<br />Consultant shall carry out all services pursuant to this Agreement in substantial
<br />conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and
<br />decrees of the United States, the State of California, the County of Orange, the City, and of any
<br />other political subdivision, agency, or instrumentality exercising jurisdiction over the City,
<br />including all applicable federal, state, and local occupation, safety and health laws, rules,
<br />regulations and standards, applicable state and Federal labor standards, prevailing wage
<br />requirements, the City zoning and development standards, City permits and approvals, building,
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