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agreements, orally or otherwise, have been made by any party, or anyone acting on
<br />behalf of any party, which ore not embodied herein.
<br />11 ASSIGNMENT
<br />inasmuch as this Agreement is intended to secure the specialized services of
<br />Consultant,. Consultant may riot assicdn, transfer, delegate, or subcontract any Interest
<br />herein without the prEor written consent of the City and any such assignment, transfer,
<br />delegation or subcontract without the City's prior written consent shall be considered null
<br />and void. Nothing iii this Agreement shall be construed to limit the City's ablilty to have
<br />any of the services which are the subject to this Agreement performed by City personnel
<br />or by other consultants retained by City,
<br />14, TERMINATION
<br />Tills Agreement may be terminated by the City upon thirty (30) days written.
<br />notice of termination. In such event, Consultant shall be erafitied to receive anti the City
<br />shall pay Consultant compensation for all services performed: by Consultant prior to
<br />receipt of such notice of termination, subject. to the following coiiditions:
<br />a. As a condition of such payment, the Executive Director may require.
<br />Consultant to deliver to the City all work product completed es of such
<br />date, and lig such case such work product shall be the property of the City
<br />unless prohibited by law, and Consultant consents to the City's use
<br />thereof for such purposes as the City deems appropriate.
<br />b. Payment need not be made for work which fails to meet the standard of
<br />performance .specified In the recitals of this Agreement.
<br />15, DISQRI ViINATION
<br />Consultant shall not discriminate because of race, color, c<reed, religion, sex,
<br />marital status, sexual ortantaition, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, in the recruitment, selection, training, utilization,
<br />promotion, termination or ether employment rola.ted activities, Consultant affirms that it is
<br />an equal oppnrtunity employer and shall comply with all applicable federal, state and local
<br />laws and .regulations.
<br />15. JURISDICTION - VENUE
<br />This Agreement has been executed and delivered in the State of California and
<br />the validity, Interpretation, performance, and enforcement of any of the clauses of this.
<br />Agreement shall be determined and governed by the laws of the State of California. Both
<br />parties further agree that Orange Cotrinty,. California, shall be the venue for any action or
<br />proceeding that may be. brought or arise out of, in connection with or by reason of this
<br />Agreement.
<br />17. PROFESSIONAL LICENSES
<br />Consultant shall, throughatat the term of this Agreement, maintain all necessary
<br />licenses, permits, approvals, waivers, and exemptions necessary for the provision of the
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