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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. <br />12. TERMINATION <br />This Agreement may be terminated by the City with or without cause upon thirty (30) days <br />written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay <br />Consultant compensation for all services performed by Consultant prior to receipt of such notice of <br />termination, subject 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, <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 <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 <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 shalt 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. <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. <br />