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14. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
<br />Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written
<br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior
<br />written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit
<br />the City's ability to have any of the services which are the subject to this Agreement performed by City
<br />personnel or by other consultants retained by City.
<br />15. TERMINATION
<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,
<br />subject to the following conditions:
<br />a. As a condition of such payment, the Chief of Police may require Consultant to deliver to
<br />the City all work product completed as of such date, and in such case such work product
<br />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 />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 />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable
<br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment related
<br />activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable
<br />federal, state and local laws and regulations.
<br />17. 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 Orange
<br />County, 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.
<br />18. 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 and
<br />required by the laws and regulations of the United States, the State of California, the City of Santa Ana
<br />and all other governmental agencies. Consultant shall notify the City immediately and in writing of its
<br />inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability
<br />shall be cause for termination of this Agreement.
<br />19. MISCELLANEOUS PROVISIONS
<br />Each undersigned represents and warrants that its signature herein below has the
<br />power, authority and right to bind their respective parties to each of the terms of this
<br />Agreement, and shall indemnify City fully, including reasonable costs and attorney's
<br />fees, for any injuries or damages to City in the event that such authority or power is not,
<br />25C-34
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