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This Agreement may be terminated by the City upon thirty (30) days written notice of <br /> <br /> termination and by the Contractor upon ninety (90) days written notice. In the event of <br /> <br /> termination by the City, Contractor shall be entitled to receive and the City shall pay Contractor <br /> <br /> compensation for all services performed by Contractor prior to receipt of such notice of termination, <br /> subject to the following conditions: <br /> a. Payment need not be made for work which fails to meet the standazd of performance <br /> specified in the Recitals of this Agreement and in the Specifications, Exhibit "A" hereto. <br /> b. Material Breach: If the Executive Director determines the Contractor has failed in <br /> <br /> the performance of the duties and/or schedule as provided herein, the Director may consider the <br /> Contractor in material breach. City may exercise all remedies in law or equity for said breach <br /> including, but not limited to: 1) withholding all or a portion of payment owed relative to any <br /> such failure to perform or for any delay in performance, and 2) directing the work be <br /> <br /> accomplished by either City employees or a new contractor at Contractor's expense, as <br /> <br /> determined by the Director. Contractor shall be responsible for all costs resulting from any <br /> <br /> breach, including incidental and consequential damages. <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 /> <br /> by applicable law, in recruitment, selection, training, utilization, promotion, termination or any <br /> other employment related activity. Contractor affirms that it is an equal opportunity employer <br /> <br /> and shall comply with all applicable federal, state and local laws and regulations. <br /> 14. JURISDICTION -VENUE <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. Both parties further agree that Orange County, California, shall be the venue for any <br /> action or proceeding that may be brought by the parties hereto or azises out of, or in connection <br /> 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 /> <br /> permits, approvals, waivers, and exemptions necessary for the provision of the services <br /> <br /> hereunder and required by the laws and regulations of the United States, the State of California, <br /> <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 /> <br /> waivers, and exemptions. Said inability may, at the City's discretion, be cause for termination of <br /> <br /> this Agreement. <br /> 6 <br /> 25C-8 <br /> <br />