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written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the
<br />City's ability to have any of the services which are the subject to this Agreement performed by City personnel
<br />or by other consultants retained by City.
<br />12. TERMINATION
<br />This Agreement may be terminated by the City with or without cause upon thirty (30) days written
<br />notice of termination. 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, subject
<br />to the following conditions:
<br />a. As a condition of such payment, the City Manager may require Consultant to deliver to the City all
<br />work product completed as of such date, and in 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 thereof for such purposes as the City deems
<br />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. 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
<br />and local laws and regulations.
<br />14. JURISDICTION - VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity,
<br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined
<br />and governed by the laws of the State of California. Both parties further agree that Orange County,
<br />California, shall be the venue for any action or proceeding that may be brought or arise out of, in
<br />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, permits,
<br />approvals, waivers, and exemptions 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 other
<br />governmental agencies. Consultant shall notify the City immediately and in writing of its inability to
<br />obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause
<br />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 right
<br />to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including
<br />reasonable costs and attorneys fees, for any injuries or damages to City in the event that such authority or power is not, in
<br />fact, held by the signatory or is withdrawn,
<br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if filly set forth in the body of this
<br />Agreement.
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