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Exhibit 2
<br />15. TLRM1NATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Consultant shaI I 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
<br />termination, subject to the following conditions -
<br />a. As a condition of such payment, the Executive Director may require Consultant to
<br />deliver to the City all work product aunpleted sS of Such date, and in Such case,
<br />such work product shall be the property of the City unless prohibited by law, and
<br />Consultant consents to the City's use thereof for Such purposes as the City deems
<br />apprupriatc.
<br />b. Pavmeut need not be made for work, which fails to meet the standard of
<br />performance specified in the Recitals of this Agreement_
<br />16. NON-DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, gender identity, gender expression, gender, inedical conditions. genetic
<br />inlonnation. or military and veteran status, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, Ill the reertlitnlletlt, selection, teaching, training, utilization,
<br />promotion, termination or other enrploynrent related activities or any services provided under this
<br />Agreement. Consultant affirms that it is an equal opportunity employer and shall Comply with all
<br />applicable federal, stale and local laws and regulations_
<br />17. JURISDICTION -VENUE
<br />.I bis Agreement has been executed and delivered in file State orCali foil lia and the validity,
<br />interpretation, performance, and enforcement of any of the clauses of this Agreernemt shall be
<br />determined and governed by the laws of the State of California. Both patties fiuther agree that
<br />Orange County, Cell ifornia, shall be the venue for any action or proceeding that may be brought or
<br />arise out of, in connection Willi or by reason of this Agreenrenl.
<br />Is. 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 trotted Stales, the Slate 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 inabilily shall be cause for termination of this Agreement.
<br />City Council 20 — 28 6/15/2021
<br />Pave 7 of 10
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