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<br />12. <br /> <br />TERMINATION <br /> <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 <br />Consultant compensation for all services performed by Consultant prior to receipt of such <br />notice oftermination, subject to the following conditions: <br /> <br />a. As a condition of such payment, the Executive Director may require Consultant to <br />deliver to the City all work product completed as of such date, and in such case such <br />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 />appropriate. <br /> <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 /> <br />13. <br /> <br />DISCRIMINATION <br /> <br />Consultant shall not discriminate because ofrace, color, creed, religion, sex, marital status, <br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by <br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or <br />other employment related activities. Consultant affirms that it is an equal opportunity <br />employer and shall comply with all applicable federal, state and local laws and regulations. <br /> <br />14. <br /> <br />JURISDICTION -VENUE <br /> <br />This Agreement and aH questions relating to its validity, interpretation, performance, and <br />enforcement shall be government and construed in accordance with the laws of the State of <br />California. 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 <br />may be brought or arise out of, in connection with or by reason of this Agreement. <br /> <br />15. <br /> <br />PROFESSIONAL LICENSES <br /> <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 <br />hereunder and required by the laws and regulations of the United States, the State of <br />California, the City of Santa Ana and all other governmental agencies. Consultant shall notify <br />the City immediately and in writing of her inability to obtain or maintain such permits, <br />licenses, approvals, waivers, and exemptions. Said inability shaH be cause for termination of <br />this Agreement. <br />