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written consent of the City and any such assignment, transfer, delegation or subcontract without
<br />the City's prior written consent shall be considered null and void. Nothing in this Agreement
<br />shall be construed to limit the City's ability to have any of the services, which are the subject to
<br />this Agreement performed by City personnel or by other Consultants retained by City.
<br />13. TERMINATION
<br />This Agreement may be terminated by the City with five (5) days written notice of
<br />tenmination to the Consultant.
<br />a. As a condition of such payment, the City may require Consultant to deliver to the City
<br />all the 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
<br />for such purposes, as the City deems appropriate.
<br />b. Payment need not be made for work that fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
<br />14. NON-DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, relation, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
<br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
<br />other employment related activities or any activities under this Agreement. _ Consultant affirms _
<br />that it is an equal opportunity employer and shall comply with all applicable federal, state and
<br />local laws and regulations.
<br />15. 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
<br />shall be determined and governed by the laws of the State of California. Both parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may
<br />be brought or arise out of, in connection with or by reason of this Agreement.
<br />16. PROFESSIONAL LICENSES
<br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services
<br />hereunder and required by the laws and regulations of the United Sates, the State of California,
<br />the County of Orange, the City of Santa Ana and all other governmental agencies. This includes,
<br />but is not limited to, an Orange County Department of Health permit. Consultant shall notify the
<br />City immediately and in writing of its inability to obtain or maintain such permits, licenses,
<br />approvals, waivers, and exemptions. Said inability shall be cause for termination of this
<br />Agreement.
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