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<br />the City's prior written consent shall be considered null and void. Nothing in this Agreement <br />shall be construed to limit the City's ability to have any ofthe services which are the subject to <br />this Agreement performed by City personnel or 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 of <br />termination. In such event, Consultant shall 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 termination, <br />subject to the following conditions: <br /> <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 shall be <br />the property of the City nnless prohibited by law, and Consultant consents to the City's use thereof <br />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 performance <br />specified in the Recitals ofthis Agreement. <br /> <br />13. DISCRIMINATION <br /> <br />Consultant shall not discriminate because ofrace, color, creed, religion, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited <br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or <br />other employment related activities. Consultant affirms that it is an equal opportunity employer <br />and shall comply with all applicable federal, state and local laws and regulations. <br /> <br />14. JURISDICTION - VENUE <br /> <br />This Agreement and all 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 ofthe 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 may <br />be brought or arise out of, in connection with or by reason ofthis Agreement. <br /> <br />15. PROFESSIONAL LICENSES <br /> <br />. Consultant sha~l, 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 California, <br />the CIty of Santa ~a ~d all othe~ go~e.mmental agencies. Consultant shall notify the City <br />ImmedIately and m wntmg of her mabllItv to obtain or maintain .,,~h n~~;to l;_~_nM <br />