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13. TERMINATION <br />This Agreement may be terminated by either party 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. <br />As a condition of such payment, the Executive Director may require Consultant to deliver to <br />the City all work product completed as of such date, and in such case such work product shall be the <br />property of the City unless prohibited by law, and Consultant consents to the City's use thereof for <br />such purposes as the City deems appropriate. However, any use of unfinished work product shall be <br />at City's sole risk. <br />14. JURISDICTION -VENUE <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may be <br />brought or arise out of, in 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, <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. Consultant 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City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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. This Agreement may be executed by facsimile signature. <br />c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br />/// <br />/// <br />///