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the CITY's prior written consent shall be considered null and void. Nothing in this Agreement shall
<br />be construed to limit the CITY's ability to have any of the services which are the subject to this
<br />Agreement performed by City personnel or by other consultants retained by CITY.
<br />12. TERMINATION
<br />This Agreement may be terminated by the CITY upon thirty (30) days written notice of
<br />termination. In such event, SAPPHIRE shall be entitled to receive and CITY shall pay SAPPHIRE
<br />compensation for all services performed by SAPPHIRE prior to receipt of such notice of termination,
<br />subject to the following conditions:
<br />a. As a condition of such payment, the Fire Chief may require SAPPHIRE to deliver to CITY
<br />all work product completed as of such date, and in such case such work product shall be the property
<br />of the CITY unless prohibited by law, and SAPPHIRE consents to the CITY's use thereof for such
<br />purposes as the CITY deems appropriate.
<br />L. Payment need not be made for work which fails to meet the standard of performance
<br />specified In the Recitals of this Agreement.
<br />13. DISCRIMINATION
<br />SAPPHIRE 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 by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />employment related activities. SAPPHIRE affirms that it is an equal opportunity employer and shall
<br />comply with all applicable federal, state 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
<br />determined and governed by the laws of the State of California. Both parties further agree that
<br />Orange County, California, shall be the venue for any action or proceeding that may be brought or
<br />arise out of, in connection with or by reason of this Agreement.
<br />15. PROFESSIONAL LICENSES
<br />SAPPHIRE shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
<br />and required by the laws and regulations of the United States, the State of California, the City of
<br />Santa Ana and all other governmental agencies. SAPPHIRE shall notify the City immediately and
<br />in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
<br />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 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 CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to
<br />CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
<br />b. All Exhibits referenced herein and attached hereto shall be Incorporated as if fully set forth
<br />in the body of this Agreement.
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