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13. TERMINATION AND DAMAGES <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination and by the Contractor upon ninety (90) days written notice. In the event of termination by <br />the City, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all <br />services performed by Contractor prior to receipt of such notice of termination, subject to the following <br />conditions: <br />a. As a condition of such payment, the Executive Director may require Contractor to deliver to the <br />City all work product completed as of such date, and in such case such work product shall be the property <br />of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as <br />the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of performance specified <br />in the Recitals of this Agreement and in the Specifications, Exhibit "E" hereto. <br />c. Material Breach: If the Director determines the Contractor has failed in the performance of <br />the duties and/or schedule as provided herein, the Director may consider the Contractor in material <br />breach. City may exercise all remedies in law or equity for said breach including, but not limited to: 1) <br />withholding all or a portion of payment owed relative to any such failure to perform or for any delay in <br />performance, and 2) directing the work be accomplished by either City employees or a new contractor <br />at Contractor's expense, as determined by the Director. Contractor shall be responsible for all costs <br />resulting from any breach, including incidental and consequential damages (see Sample Failure To <br />Perform Letter, Exhibit " " hereto). <br />14. DISCRIMINATION <br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, <br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable <br />law, in recruitment, selection, training, utilization, promotion, termination or any other employment <br />related activity. Contractor affirms that it is an equal opportunity employer and shall comply with all <br />applicable federal, state and local laws and regulations. <br />15. JURISDICTION - VENUE <br />This Agreement has been executed and delivered in the State of California and the validity, <br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be <br />determined and governed by the laws of the State of California. Both parties further agree that Orange <br />County, California, shall be the venue for any action or proceeding that may be brought by the parties <br />hereto or arises out of, or in connection with or by reason of this Agreement. <br />16. PROFESSIONAL LICENSES <br />Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and <br />required by the laws and regulations of the United States, the State of California, the City of Santa Ana <br />and all other governmental agencies. Contractor shall notify the City immediately and in writing of its <br />22 <br />