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11. TERMINATION
<br />This Agreement may be terminated by the City upon seven (1) days written notice of
<br />termination. In such event, Provider shall be entitled to receive, and City shall pay Provider,
<br />compensation for all services rendered prior to the effective date of termination.
<br />12. RECORDS
<br />Provider shall keep records and invoices in connection with the work to be perforned
<br />under this Agreement. Provider shall maintain complete and accurate records with respect to the
<br />costs incurred under this Agreement and any services, expenditures, and disbursements charged to
<br />the City for a minimum period of three (3) years, or for any longer period required by law, from
<br />the date of final payment to City under this Agreement. Provider shall allow inspection of all
<br />work, data, documents, proceedings, and activities related to this Agreement for a period of three
<br />(3) years from the date of final payment to City under this Agreement.
<br />13. NON-DISCRIMINATION
<br />Provider shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination
<br />or other employment related activities or in connection with any activities under this Agreement.
<br />14. JURISDICTION—VENAE
<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 Agreement
<br />shall be determined and governed by the laws of the State of California. Both parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may be
<br />brought or arise out of, in Connection with or by reason of this Agreement.
<br />15. LICENSES
<br />Provider 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
<br />and required by the laws and regulations of the United States, the State of California, the City of
<br />Santa Ana and all other governmental agencies.
<br />16. SEVERABILITY
<br />In the event that one or more of the phrases, sentences, clauses, paragraphs or sections
<br />contained in this Agreement shall be declared invalid or unenforceable by valid judgment or
<br />decree of a coot of competent jurisdiction, such invalidity or nunenforeeability shall not affect any
<br />of the remaining phrases, sentences, clauses, paragraphs or sections of this Agreement, which
<br />shall be interpreted to carry out the intent of the parties hereunder.
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