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<br /> 12. ASSIGNMENT <br /> Inasmuch as this Agreement is intended to secure the specialized services of <br /> Consultant, Consultant may not assign, transfer, delegate, or subcontract any <br /> interest herein without the prior written consent of the City and any such <br /> assignment, transfer, delegation or subcontract without the City's prior written <br /> consent shall be considered null and void. Nothing in this Agreement shall be <br /> construed to limit the City's ability to have any of the services which are the <br /> subject to this Agreement performed by City personnel or by other consultants <br /> retained by City. <br /> 13. TERMINATION <br /> This Agreement may be terminated by either party upon thirty (30) days written <br /> notice of termination. In such event, Consultant shall be entitled to receive and <br /> the City shall pay Consultant compensation for all services performed by <br /> Consultant prior to receipt of such notice of termination, subject to the following <br /> conditions: <br /> a. As a condition of such payment, the Executive Director may require <br /> Consultant to deliver to the City all work product completed as of such date, <br /> and in such case such work product shall be the property of the City unless <br /> prohibited by law, and Consultant consents to the City's use thereof for such <br /> purposes as the City deems appropriate. <br /> b. Payment need not be made for work which fails to meet the standard of <br /> performance specified in the Recitals of this Agreement. <br /> 14. DISCRIMINATION <br /> Consultant shall not discriminate because of race, color, creed, religion, sex, <br /> marital status, sexual orientation, age, national origin, ancestry, or disability, as <br /> defined and prohibited by applicable law, in the recruitment, selection, training, <br /> utilization, promotion, termination or other employment related activities. <br /> Consultant affirms that it is an equal opportunity employer and shall comply with <br /> 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 <br /> Agreement shall be determined and governed by the laws of the State of <br /> California. Both parties further agree that Orange County, California, shall be the <br /> venue for any action or proceeding that may be brought or arise out of, in <br /> connection with or by reason of this Agreement. <br /> 25A-8 <br /> <br />