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similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. <br />17.TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice oftennination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: <br />a.As a condition of snch payment, the Executive Director may require Contractor todeliver to the City all work· product completed as of such date, and in such casesuch work product shall be the property of the City tmless prohibited by law, and <br />Contractor consents to the City's use thereof for such purposes as the City deemsappropriate. <br />b.Payment need not be made for work which fails to meet the standard ofperformance specified in the Recitals of this Agreement. <br />18.NON-DISCRIMINATION <br />Contractor shall not discriminate because of race, color, creed, relation, sex, marital status,sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities tmder this Agreement. Contractor ailirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. <br />19.JURISDICTION-VENUEThis Agreement has been executed and delivered in the State of California and the validity,interpretation, pcrfonnance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of Califomia. Both parties farther agree that <br />Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. <br />20.PROFESSIONAL LICENSES <br />Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such pennits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. <br />Page 7 of8