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<br /> the City. Each party to this Agreement acknowledges that no representations, inducements, <br /> <br /> promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br /> behalf of any party, which are not embodied herein. <br /> 11. ASSIGNMENT <br /> Inasmuch as this Agreement is intended to secure the specialized services of Consultant, <br /> Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior <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 /> 12. 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 Deputy City Manager may require Consultant to <br /> deliver 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 City's use <br /> thereof 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 /> 13. 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 /> 14. JURISDICTION -VENUE <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 <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 /> 6 <br /> <br />