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services which are the subject to this Agreement performed by the City personnel or by other Contractor
<br />retained by City.
<br />13. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such
<br />event, Contractor shall be entitled to receive, and the City shall pay Contractor compensation for all services
<br />performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all
<br />work product completed as of such date, and in such case such work product shall be property of the
<br />City unless prohibited by law, and Contractor consents to the City's 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 performance specified in the
<br />Recitals of this Agreement.
<br />14. DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation,
<br />age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment,
<br />selection, training, utilization, promotion, termination or other employment related activities. Contractor
<br />affirms that it is an equal opportunity employer and shall comply with all applicable federal, State and local
<br />laws and regulations.
<br />This Agreement has been executed and delivered in the State of California and the validity, interpretation,
<br />performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the
<br />laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for
<br />any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
<br />16. PROFESSIONAL LICENSES
<br />Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals,
<br />waivers, and exemptions necessary for the provision of services hereunder and required by the laws and
<br />regulations of the United Sates, the State of California, the City of Santa Ana and all other governmental agencies.
<br />Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits,
<br />licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
<br />17. RESPONSIBILITY FOR DAMAGES
<br />The Contractor shall be responsible for all damages to persons and/or property that occur as a result of the fault
<br />or negligence of said Contractor or its subcontractors, agents, employees, or other persons acting on their
<br />behalf in connection with the performance of this Agreement.
<br />18. FAILURE TO PERFORM SATISFACTORILY
<br />a. Contractor aclrnowledges and agrees that if the Contractor fails to perform the work as specified herein,
<br />the Director, 1) will pay only for the amount of service received as determined by the Director with an
<br />appropriate downward adjustment in contract price, or 2) may have such required work done by City forces or
<br />otherwise, and charge the cost thereof to the Contractor.
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