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written concc -•,t shall be considered null and void. Nothing in this Agreement shall be construed to limit <br />the City's ability to 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 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, subject <br />to the following 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 of <br />the City unless prohibited by law, and Contractor consents to the Cites use thereof for such purposes as the <br />City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of perfom�ance specified in <br />the Recitals of this Agreement_ <br />13. DISCRIMINATION <br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual <br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the <br />recruitment, selection, training, utilization, promotion, termination or other employment related activities. <br />Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, <br />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 validity, <br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined <br />and governed by the laws of the State of California. Both parties further agree that Orange County, <br />California, shall be the venue for any action or proceeding that may be brought or arise out oi; in <br />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, permits, <br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by <br />the laws and regulations of the United States, the State of California, the City of Santa Ana and all other <br />governmental agencies. Contractor shall notify the City immediately and in writing of her inability to <br />obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be <br />cause for termination of this Agreement. <br />16_ MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority <br />and right to bind their respective parties to each of the terms of this Agreement, and shall inderrmify City <br />fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such <br />authority or power is not, in fact, held by the signatory or is withdrawn. <br />F <br />