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shall'bo construed to limit the City's ability to have any of the services which, are the subject to
<br />this Agreement performed by City personnel or by other consultants .retained by City,
<br />13. TERMINATION'
<br />This Agreement may be tenninated by the City upon thirty (30) clays written notice of
<br />termination. In suoh event, Consultant shall be entitled to receive and the City shall pay Coimatant
<br />compensation for all services performed by Consultant prlor to receipt of such notice of termination,
<br />subject to the fallowing conditions:
<br />a. As a condition of such payment, the Executive Director may require Consultant to deliver
<br />to the City all wade product completed as of such date, and in such case such work product shall be
<br />the property of the City unless prohibited by law, and Consultant consents to the City's use thereof
<br />for such purposes as the City deems appropriate,
<br />b. Payment need not -be made for work which fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
<br />14, DISCRIMINATION
<br />Consultant 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
<br />by applicable law, in the momitmont, selection, training, utilization, promotion, termination or
<br />other employment related activities, Consultant of liras that it is an equal opportunity employer
<br />and shall comply with all applicable federal, state and local laws and regulations.
<br />15. 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
<br />be brought or arise out of, in connection with or by reason of this Agreement,
<br />16, PROFESSIONAL LICENSES
<br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions nowasary for the provision of the services
<br />hereunder and reglrirod by the laws and regulations of the United States, the State of California,
<br />the City of Santa Ana and all other governmental agencies. Consultant shall notify the City
<br />immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
<br />waivers, and exenptions. Said inability shall be cause for termination of this Agreement,
<br />17. 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 filly, including reasonable costs and attorney's fees, for any irljuxles or damages to
<br />City in the event that such authority or power is not, ua ikot, held by the signatory or is withdrawn.
<br />b, All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
<br />forth in the body of this Agreemont,
<br />25A -36
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