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11. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of
<br />Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without
<br />the prior written consent of the City andany such assignment, transfer, delegation or subcontract
<br />without the City's prior written consent shall be considered null and void. Nothing in this
<br />Agreement shall be construed to limit the City's ability to have any of the services which are the
<br />subject to 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 with or without cause upon thirty (30)
<br />days written notice of termination. In such event, Consultant shall be entitled to receive and the City
<br />shall pay Consultant compensation for all services performed. by Consultant prior to receipt of such
<br />notice of tennirEation, subject to the following conditions:
<br />a. As a condition of such payment, the City Manager may require Consultant to deliver to the
<br />City all work product completed as of such date, and in such case such work product shall be the
<br />property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such
<br />purposes as the City deerns 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 />19 I ; R M1,01
<br />Consultant shall not discriminate because of race,. color, creed, religion, sex, marital status,
<br />sexual orientations age, rtational origin, ancestry, or disability, as defined and prohibited by applicable
<br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment
<br />related activities. Consultant aff xrs that it is an equal opportunity employer and shall comply with
<br />all applicable federal, 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
<br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall
<br />be determined and governed by the laws of the State of California. Both parties further agree that
<br />Orange County, California, shall be the venue for any action or proceeding; that may be brought
<br />or arise out of, in connection with or by reason of this Agreement.
<br />15. PROFESSIONAL LICENSES
<br />Consultant shall, throughout the terra of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
<br />and required by the laws and regulations of the United States, the State of California, the City of Santa
<br />Ana and all other governmental agencies. Consultant shall notify the City immediately and in
<br />writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
<br />exemptions. Said inability shall be cause for termination of this Agreement.
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