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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, DISCREVIINATION
<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 rotated 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 Agroernent 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.
<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 othor
<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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