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<br />12, TERMINATION
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<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />tennination. 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:
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<br />a, As a condition of such payment, thc Executive Director may require Consultant to deliver
<br />to the City all work product completcd as of such date, and in sueh case such work product shall be
<br />the property of the City unless probibited by law, and Consultant consents to the City's use thereof
<br />for such purposes as the City deems appropriate.
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<br />b. Payment need not be made for work which fails to meet the standard of performance
<br />specified in the Recitals of this Agrccmcnt.
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<br />13, DISCRIMTNATION
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<br />Consultant sball not discriminate because of racc, 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, tennination or
<br />othcr employment related activities, Consultant arIirms that it is an equal opportunity employer
<br />and shall comply with all applicable federal, state and local laws and regulations.
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<br />14, JLJRlSDICTION - VENUE
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<br />This Agreement has been executed and delivered in the State of Cali fomi a and the
<br />validity, interpretation, performance, and enJorcement of any of the clauses of this Agreement
<br />shall be determined and governed by the laws of the State ofCalifomia. Both parties further
<br />agree that Orange County, Califomia, shall be the venue for any action or proceeding that may
<br />be brought or arise out of, in conncction with or by reason of this Agreemeul.
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<br />15, PROFESSIONAL LICENSES
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<br />Consultant shall, throughout the term of this Agrcemcnt, maintain all necessary licenses,
<br />penllits, approvals, waivers, and exemptions necessary for the provision of the services
<br />hereunder and rcquired by the laws and regulations of the United States, the State of Califomia,
<br />thc City of Santa Ana and all other governmental agencies. Consultant shall notify the City
<br />immediately and in writing of her inability to obtain or maintain such permits, liccnses,
<br />approvals, waivers, and exemptions. Said inability shall be causc fortcrmination of this
<br />Agreement.
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<br />16, MISCELLANEOUS PROVISIONS
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<br />a, Each umlcrslgned represents and warrants that its signature hereinbelow has the power,
<br />authority and light to bind their respective parties to each of the terms ofthis Agreement, and shall
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