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12. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In <br />such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all <br />services performed by Contractor prior to receipt of such notice of termination. <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 of 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 its 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 indemnify 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authority or power is not, in fact, held by the signatory or is withdrawn.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 />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the <br />body of this Agreement. <br />