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13. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In <br />such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all <br />services performed by Consultant prior to receipt of such notice of termination, subject to the following <br />conditions: <br />a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City <br />all work products completed as of such date, and in such case such work product shall be the property of the <br />City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City <br />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 />Consultant 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 />Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state <br />and local laws and regulations. <br />15. 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 and <br />governed by the laws of the State of California. Both parties further agree that Orange County, California, <br />shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by <br />reason of this Agreement. <br />16. PROFESSIONAL LICENSES <br />Consultant 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 the <br />laws and regulations of the United States, the State of California, the City of Santa Ana and all other <br />governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain <br />or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for <br />termination of this Agreement. <br />17. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the power, authority <br />and right to bind their respective parties to each of the terns of this Agreement, and shall indemnify City fully, <br />