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14. TERWINATION
<br />This Agreement maybe terminated by the City upon thirty (30) days written notice of termination.
<br />In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for
<br />all services performed by Contractor prior to receipt of such notice of termination, subject to the following
<br />conditions:
<br />a. As a condition of sucb payment, the Executive Director may require Contractor to deliver
<br />to the City all work product completed as of such data, and in such case such work product
<br />shall be the property of the City unless prohibited by law, and Contractor consents to the
<br />City's use theraof for such purposes as the City deems appropriate.
<br />b. Payment need not be made for work that fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
<br />15, NONDISCRIMIrNATION
<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 />or in connection with any activities under this Agreement, Contractor affirms that itis an equal opportumity
<br />employer and shall comply with all applicable federal, state and local laws and regulations.
<br />16. 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 venae for any action or proceeding that maybe brought or arise out of, in connection
<br />with or by reason of this Agreement.
<br />17. 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 />govemmcental agoneies. Contractor 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 />18. MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature herein below has the power,
<br />authority and right to bind their respective parties to each of the terms of this Agreement,
<br />and shall indemnify City fully, including reasonable costs aid attorney's fees, for any
<br />injuries or damages to City in the event that such authority or power is not, in fact, hold by
<br />the signatory or is withdrawn.
<br />b, All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth
<br />in the body of this Agreement.
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<br />25C-8
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