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<br />11. ASSIGNMENT <br /> <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 <br />written consent ofthe 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 /> <br />12. TERMINATION <br /> <br />This Agreement may be terminated by the City upon ten (10) days written notice of termination. <br />In such event, Consultant shall be entitled to receive and the City shall pay Consultant <br />compensation for all services performed by Consultant prior to receipt of such notice of termination. <br /> <br />13. DISCRIMINATION <br /> <br />Consultant shall not discriminate because ofrace, color, creed, religion, 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. Consultant affirms that it is an equal opportunity employer <br />and shall comply with all applicable federal, state and local laws and regulations. <br /> <br />14. JURISDICTION - VENUE <br /> <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 /> <br />15. PROFESSIONAL LICENSES <br /> <br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits and approvals necessary for the provision of the services hereunder and required by the <br />laws and regulations of the United States, the State of California, the City of Santa Ana and all <br />other governmental agencies. Consultant shall notify the City immediately and in writing of her <br />inability to obtain or maintain such permits, licenses or approvals. Said inability shall be cause <br />for termination of this Agreement. <br /> <br />16. MISCELLANEOUS PROVISIONS <br /> <br />a. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br /> <br />5 <br />