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<br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
<br />behalf of any party, which are not embodied herein.
<br />
<br />13. 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 or products produces 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 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 ofthe City unless 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 />14. 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 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 />15. JURISDICTION - VENUE
<br />
<br />This Agreement and all questions relating to its validity, interpretation, performance, and
<br />enforcement shall be governed 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 may
<br />be brought or arise out of, in connection with or by reason of this Agreement.
<br />
<br />16. 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 ofthe services
<br />hereunder and required by the laws and regulations of the Federal, State, local and all other
<br />governmental agencies. Consultant shall notify the City immediately and in writing of
<br />Consultant's inability to obtain or maintain such permits, licenses, approvals, waivers, and
<br />exemptions. Said inability shall be cause for termination of this Agreement.
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