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12. TERMINATION <br /> This Agreement may be 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 Executive Director may require Contractor 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 of the City unless prohibited by law, and Contractor consents to the City's use thereof <br /> for such purposes as the City deems appropriate. <br /> b. Payment need not be made for work which fails to meet the standard 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 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 /> 15. 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 <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 her inability to obtain or maintain such permits, licenses, <br /> approvals, waivers, and exemptions. Said inability shall be cause for termination of this <br /> Agreement. <br /> 16. MISCELLANEOUS PROVISIONS <br /> a. Each undersigned represents and warrants that its signature hereinbelow has the power, <br /> <br /> authority and right to bind their respective parties to each of the terms of this Agreement, and shall <br /> I <br /> 6 <br /> 25B-8 <br /> <br />