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12. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may
<br />not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and
<br />any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be
<br />considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of
<br />the services which are the 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 the City upon thirty (30) days written notice of termination. In
<br />such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services
<br />performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all
<br />work product completed as of such date, 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 purposes as the City deems
<br />appropriate.
<br />b. Payment need not be made for work which fails to meet the standard of performance specified in the
<br />Recitals of this Agreement.
<br />14. DISCRIMINATION
<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, state
<br />and local laws and regulations.
<br />15. JURISDICTION - VENUE
<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 and
<br />governed by the laws of the State of California. Both parties further agree that Orange County, California, shall
<br />be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of
<br />this Agreement.
<br />16. 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 the
<br />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 obtain or
<br />maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for
<br />termination of this Agreement.
<br />17. MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and
<br />right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully,
<br />including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority
<br />or power is not, in fact, held by the signatory or is withdrawn.
<br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body
<br />of this Agreement.
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