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(9)
<br />14. TERMINATION
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<br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In
<br />such 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. Asa condition of such payment, the Executive Director may require Consultant to deliver to
<br />the City all work product(s) completed as of such date, and in such case such work product
<br />b. shall be the property of the City unless prohibited by law, and Consultant consents to the
<br />City's use thereof for such purposes as the City deems appropriate.
<br />c. Payment need not be made for work which fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
<br />15. NONDISCRIMINATION
<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 />16. 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 />17. 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 governmental
<br />agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such
<br />permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this
<br />Agreement.
<br />18. MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature herein below has the power, authority
<br />and right to bind their respective parties to each of the terms of this Agreement, and shall
<br />indemnity City fully, including reasonable costs and attorney's fees, for any injuries or damages
<br />to City in the event that such authority or power is not, in fact, held by the signatory or is
<br />withdrawn.
<br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the
<br />body of this Agreement.
<br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.
<br />RFP No. 20-043 FOR SCANNING, DIGIT2I6022 DEXING SERVICES Page 20 of31
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