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11. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may
<br />not assign, transfer, delegate or subcontract any interest herein without the prior written consent of the City and any
<br />such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null
<br />and void, Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which
<br />are the subject to this Agreement performed by City personnel or by other consultants retained by City.
<br />12. TERMINATION
<br />This Agreement may be torninated by the City upon thirty (30) days written notice of termination. In such
<br />event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services
<br />performed by Consultant prior to receipt of such notice of termination, subject to the following conditions;
<br />A. As a condition of such payment, Consultant may be required to deliver to the City all work product
<br />completed as of such date, and in such case such work product shall be the property of the City unless prohibited by
<br />law, and Consultant consents to the City's use 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 performance specified in the
<br />Recitals of this Agreement
<br />13. NON-DISCRIMINATION
<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 related activities.
<br />Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and
<br />local laws and regulations.
<br />14. .JURISDICTION - VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity, interpretation,
<br />performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the
<br />laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for
<br />any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
<br />15. PROFESSIONAL LICENSES
<br />Consultant shall, throughout the tern of this Agreement, maintain all necessary licenses, permits, approvals,
<br />waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and
<br />regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies,
<br />Consultant shall notify the City immediately and in writing of his inability to obtain or maintain such permits,
<br />licenses, approvals, waivers, and, exemptions. Said inability shall be cause for termination of this Agreement.
<br />16. MISCELLANEOUS PROVISIONS
<br />A, Each undersigned represents and warrants that its signature herein below has the power, authority and
<br />right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully,
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