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12. TERMINATION <br />This Ageement maybe terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor <br />compensation for all services performed by Contractor prior to receipt of such notice of termination, <br />subject to the following conditions: <br />a. As a condition of such payment, the Deputy City Manager for Development Services <br />may require Contractor to deliver to the City all work product completed as of such date, and in <br />such case such work product shall be the property of the City unless prohibited by law, and <br />Contractor 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 standazd of performance <br />specified in the Recitals of this Agreement. <br />13. DISCRIMINATION <br />Contractor 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. Contractor affirms that it is an equal opportunity employer <br />and shall comply with all applicable federal, state and local laws and regulations. <br />14. JURISDICTION -VENUE <br />This Ageement 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 Ageement <br />shall be determined and governed by the laws of the State of California. Both parties further <br />agee 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 Ageement. <br />15. PROFESSIONAL LICENSES <br />Contractor shall, throughout the term of this Ageement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessazy 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 Ana and all other governmental agencies. Contractor shall notify the City <br />immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, <br />waivers, and exemptions. Said inability shall be cause for termination of this Ageement. <br />16. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, <br />authority and right to bind their respective pazties to each of the terms of this Ageement, and shall <br />