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12. TERMINATION AND DAMAGES <br />This Agreement may be terminated by the <br />termination and by the Contractor upon ninety <br />termination by the City, Contractor shall be entitled <br />compensation for all services performed by Cc <br />termination, subject to the following conditions: <br />City upon thirty (30) days written notice of <br />(90) days written notice. In the event of <br />to receive and the City shall pay Contractor <br />itractor prior to receipt of such notice of <br />a. As a condition of such payment, the Executive Director may require Contractor to <br />deliver to the City all work product completed as of such date, and in such case such work <br />product shall be the property of the City unless prohibited by law, and Contractor consents to <br />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 standard of performance <br />specified 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 <br />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 />accomplished by either City employees or a new contractor at Contractor's expense, as <br />determined by the Director. Contractor shall be responsible for all costs resulting from any <br />breach, including incidental and consequential damages (see Sample Failure To Perform <br />Letter, Exhibit " " hereto). <br />13. DISCRIMINATION <br />Contractor shall not discriminate because <br />status, sexual orientation, age, national origin <br />prohibited by applicable law, in recruitment, <br />termination or any other employment related ac <br />opportunity employer and shall comply with all a <br />regulations. <br />14. JURISDICTION -VENUE <br />of race, color, creed, religion, sex, marital <br />ancestry, or disability, as defined and <br />selection, training, utilization, promotion, <br />tivity. Contractor affirms that it is an equal <br />pplicable federal, state and local laws and <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 <br />Agreement shall be determined and governed by the laws of the State of California. Both <br />parties further agree that Orange County, California, shall be the venue for any action or <br />proceeding that may be brought by the parties hereto or arises out of, or in connection with or <br />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 hereunder and <br />19 <br />25A-40 <br />