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<br />and void. Nothing in this Agreement shall be construed to limit the City's ability to have <br />any of the services which are the subject to this Agreement performed by City personnel or <br />by other consultants retained by City. <br /> <br />12. TERMINATION <br /> <br />This Agreement may be terminated by the City upon thirty (30) days written notice <br />of 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 of termination, 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 work <br />product shall be the property of the City unless prohibited by law, and Consultant consents to <br />the City's use thereof for such purposes as the City deems appropriate. <br /> <br />b. Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br /> <br />13. DISCRIMINATION <br /> <br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and <br />prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, <br />termination or other employment related activities. Consultant affirms that it is an equal <br />opportunity employer and shall comply with all applicable federal, state and local laws and <br />regulations. <br /> <br />14. JURISDICTION - VENUE <br /> <br />This Agreement and all questions relating to its validity, interpretation, <br />performance, and enforcement shall be government and construed in accordance with the <br />laws of the State of California. This Agreement has been executed and delivered in the <br />State of California and the validity, interpretation, performance, and enforcement of any of <br />the clauses ofthis Agreement shall be determined and governed by the laws of the State of <br />California. Both parties further agree that Orange County, California, shall be the venue <br />for any action or proceeding that may be brought or arise out of, in connection with or by <br />reason ofthis Agreement. <br /> <br />15. PROFESSIONAL LICENSES <br /> <br />Consultant shall, throughout the term of this Agreement, maintain all necessary <br />licenses, permits, approvals, waivers, and exemptions necessary for the provision of the <br />services hereunder and required by the laws and regulations of the United States, the State <br />of California, the City of Santa Ana and all other governmental agencies. Consultant shall <br />notify the City immediately and in writing of her inability to obtain or maintain such <br />permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for <br />termination of this Agreement. <br /> <br />6 <br />