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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 the
<br />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 />Except as otherwise specified herein, this Agreement may be terminated by the City upon thirty
<br />(30) days written notice of termination, in such event, Consultant shall be entitled to receive and the City
<br />shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice
<br />of termination, subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require Consultant to deliver
<br />to 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 that fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
<br />16. NONDI[SCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military
<br />and veteran status, age, national origin; ancestry, or disability, as defined and prohibited by applicable law,
<br />in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment
<br />related activities or any services provided under this Agreement, Consultant affirms that it is an equal
<br />opportunity employer and shall comply with all applicable 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, acid 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 connection
<br />with or by reason of this Agreement.
<br />18. PROFESSIONAL LICENSES
<br />Consultant shall, throughout the tern 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 />are 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 its inability to obtain
<br />or maintain such pen -nits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for
<br />termination of this Agreement.
<br />19. MISCELLANEOUS PROVISIONS
<br />it. Each undersigned represents and warrants that its signature herein below has ate power,
<br />authority and right to bind their respective parties to each of the terms of this Agreement,
<br />and shall indemnify City fully, including reasonable costs and attortey's fees, for any
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