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null and void. Nothing in this Agreement shall be construed to limit the City's ability to <br />have any of the services which are the subject to this Agreement performed by City <br />personnel or by other consultants retained by City. <br />12. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written <br />notice of termination. In such event, Consultant shall be entitled to receive and the City <br />shall pay Consultant compensation for all services performed by Consultant prior to <br />receipt of such notice of termination, subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Consultant <br />to 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 Consultant <br />consents to the City's use thereof for such purposes as the City deems appropriate. <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 />13. DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, religion, sex, <br />marital status, sexual orientation, age, national origin, ancestry, or disability, as defined <br />and prohibited by applicable law, in the recruitment, selection, training, utilization, <br />promotion, termination or other employment related activities. Consultant affirms that <br />it is an equal opportunity employer and shall comply with all applicable federal, state <br />and local laws and regulations. <br />14. JURISDICTION - VENUE <br />This Agreement has been executed and delivered in the State of California and <br />the validity, interpretation, performance, and enforcement of any of the clauses of this <br />Agreement shall be determined and governed by the laws of the State of California. <br />Both parties further agree that Orange County, California, shall be the venue for any <br />action or proceeding that may be brought or arise out of, in connection with or by <br />reason of this Agreement. <br />15. PROFESSIONAL LICENSES <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 <br />State of California, the City of Santa Ana and all other governmental agencies. <br />Consultant shall notify the City immediately and in writing of its inability to obtain or <br />maintain such permits, licenses, approvals, waivers, and exemptions. Said inability <br />shall be cause for termination of this Agreement. <br />