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EXHIBIT 1
<br />12. TERMINATION
<br />This Agreement may be terminated by the Authority upon thirty (30) days written notice
<br />of termination. In such event, Consultant shall be entitled to receive and the Authority shall pay
<br />Consultant compensation for all services perfonned by Consultant prior to receipt of such notice of
<br />termination., however, payment need not be made for work which fails to ineet the standard of
<br />performance specified in the Recitals of this Agreement.
<br />13. DISCRIMINATION
<br />Consultant shall not discriminate because of race, 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, tennination 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 />14. JURISDICTION - VENUE
<br />This Agreement and all questions relating to its validity, interpretation, performance, and
<br />enforcement shall be govenument and construed in accordance with the laws of the State of
<br />California. 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 />15. 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 States, the State of California,
<br />the City of Santa Ana and all other governmental agencies. Consultant shall notify the Authority
<br />immediately and in writing of her inability to obtain or maintain such pen -nits, licenses,
<br />approvals, waivers, and exemptions. Said inability shall be cause for tennination of this
<br />Agreement.
<br />16. MISCELLANEOUS PROVISIONS
<br />Each undersigned represents and warrants that its signature hereinbelow has the power,
<br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall
<br />indemnify Authority fully, including reasonable costs and attorney's fees, for any injuries or
<br />damages to Authority in the event that such authority or power is not, in fact, held by the signatory
<br />or is withdrawn.
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