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<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 written
<br /> consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior
<br /> written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit
<br /> the City's ability to have any of the services which are the subject to this Agreement performed by City
<br /> personnel or by other consultants retained by City.
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<br /> 12. TERMINATION
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<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, subject
<br /> to the following conditions:
<br /> a. As a condition of such payment, the City Manager may require Consultant to deliver to the City
<br /> all work product completed as of such date, and in such case such work product shall be the property of the
<br /> City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City
<br /> deems appropriate.
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<br /> b. Payment need not be made for work which fails to meet the standard of performance specified in
<br /> the Recitals of this Agreement.
<br /> 13. DISCRIMINATION
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<br /> Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br /> orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br /> recruitment, selection, training, utilization, promotion, termination or other employment related activities.
<br /> Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal,
<br /> state and local laws and regulations.
<br /> 14. JURISDICTION - VENUE
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<br /> This Agreement has been executed and delivered in the State of California and the validity,
<br /> interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined
<br /> and governed by the laws of the State of California. Both parties further agree that Orange County,
<br /> California, shall be the venue for any action or proceeding that may be brought or arise out of, in
<br /> connection with or by reason of this Agreement.
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<br /> 15. PROFESSIONAL LICENSES
<br /> Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
<br /> approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by
<br /> the laws and regulations of the United States, the State of California, the City of Santa Ana and all other
<br /> governmental agencies. Consultant shall notify the City immediately and in writing of its inability to
<br /> obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be
<br /> cause for termination of this Agreement.
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<br /> 16. MISCELLANEOUS PROVISIONS
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