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<br /> 14. TERMINATION
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<br /> This Agreement may be terminated by the City upon thirty (30) days written notice of
<br /> 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 Executive Director may require Consultant to deliver to the
<br /> City all work product completed as of such date, and in such case such work product shall be the property of
<br /> the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the
<br /> City deems appropriate. However, any use of unfinished work product shall be at City's sole risk.
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<br /> b. Payment need not be made for work which fails to meet the standard of performance specified in
<br /> the Recitals of this Agreement.
<br /> 15. DISCRIMINATION
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<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,
<br /> state and local laws and regulations.
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<br /> 16. 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.
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<br /> 17. PROFESSIONAL LICENSES
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<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
<br /> the 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 her inability to
<br /> obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be
<br /> cause for termination of this Agreement.
<br /> 18. MISCELLANEOUS PROVISIONS
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<br /> a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority
<br /> and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City
<br /> fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such
<br /> authority or power is not, in fact, held by the signatory or is withdrawn.
<br /> b. Captions and headings in this Agreement, including the title of this Agreement, are for
<br /> convenience only and are not to be considered in construing this Agreement.
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