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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 <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 /> <br />13. TERMINATION <br /> <br />This Agreement may be tenninated 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 oftermination, <br />subject to the fi)llowing conditions: <br /> <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 /> <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 />14. DISCRIMINATION <br /> <br />Consultant shall not discrirninate because of race, color, creed, religion, sex, marital <br />status, s(~xual 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 /> <br />] 5. JURISDICTION - VENUE <br /> <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 ofthis 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 /> <br />16. 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 <br />hereunder and required by the laws and regulations of the United States, the State of California, <br />the City of Santa Ana and all other governmental agencies. Consultant shall notify the City <br />immediately and in writing of its inability to obtain or maintaiu such permits, licenses, approvals, <br />waivers, and exemptions. Said inability shall be cause for termination ofthis Agreement. <br /> <br />6 <br /> <br />