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CITY OF SANTA ANA <br />RFQ No. 22-005 State Legislative Advocacy Services Page 22 of 29 <br /> <br /> <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. As a 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 /> <br />15. NONDISCRIMINATION <br /> <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 /> <br />16. JURISDICTION - VENUE <br /> <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 /> <br />17. PROFESSIONAL LICENSES <br /> <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 /> <br /> <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 />indemnify 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 /> <br /> <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. <br /> <br />ATTEST: CITY OF SANTA ANA <br />