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<br />11. ASSIGNMENT <br /> <br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, <br />Consultant may not assign, transfer, delegate, or suhcontract any interest herein without the <br />prior written consent of the City and any such assignment, transfer, delegation or subcontract <br />without the City's prior written consent shall be considered null and void. Nothing in this <br />Agreement shall be construed to limit the City's ability to have any of the services which are <br />the subject to this Agreement perfornled by City personnel or by other consultants retained by <br />City. <br /> <br />12, TERMINATION <br /> <br />This Agreement may be terminatcd by the City upon thirty (30) days written notice of <br />tcrmination. In such event, Consultant shall be entitled to reccivc and the City shall pay <br />Consultant compensation for all services performed by Consultant prior to receipt of such <br />notice of ternlination, subject to the following conditions: <br /> <br />a. As a condition of such paymeut, the Executive Director may require Consultant to <br />deliver to the City all work product completed as of such datc, and in such case such <br />work product shall be the property of the City unless prohibited hy law, and <br />Consultant consents to the City's use mereof for such purposes as the City deems <br />appropriate. <br /> <br />h. Payment nced not be made lor work which fails to meet the standard of pcrformance <br />speciJied in the Recitals of this Agreement. <br /> <br />13, DISCRIMINATION <br /> <br />Consultant shall not discriminate because of race, color, creeu, religion, sex, marital status, <br />scxual orientation, age, national origin, ancestry, or dIsability, as defined and prohibited by <br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or <br />other employment related activities. Consultant affirms that it is an equal opportunity <br />employer and shall comply with all applicable federal, state and local laws amI regulations. <br /> <br />14. JURISDICTION -VENUE <br /> <br />This Agreement and all questions relating to its validity, interpretation, pcrformance, and <br />enforcement shall be government and construed in accordancc with the laws of the State of <br />Califomia. This Agreement has been exccutcd and delivered in the State of Cali fomi a and the <br />validity, interpretation, pcrformance, and enforcement of any o["[he clauses of this Agreement <br />shall bc dctcrmined and governed by the laws oflhe State of Califomia. Both parties further <br />agree that Orange County, California, shall be the venue for any action or procccding that <br />may be brought or arise out of, in connection with or by rcason of this Agreement. <br /> <br />15. PROFESSIONAL LICENSES <br /> <br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, <br /> <br />5 <br />