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limit the City's ability to have any of the services which are the subject to this Agreement performed by <br />City personnel or by other consultants retained by City. <br />12. TERMINATION <br />A. This Agreement may be terminated on thirty (30) days' written notice by either party. In <br />the event of such termination, DSC shall only be entitled to reimbursement for approved <br />expenses incurred prior to the effective date of termination. <br />B. This Agreement may be suspended or terminated by City upon five (5) days' written no- <br />tice for violation by DSC of the terms and conditions of the this agreement or applicable <br />State or Federal requirements. In the event of such suspension or termination, DSC shall <br />only be entitled to reimbursement for approved expenses incurred up to the effective <br />date of suspension or termination. <br />13. DISCRIMINATION <br />Consultant 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 applicable <br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment <br />related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all <br />applicable federal, 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, in- <br />terpretation, 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 con.- <br />section with or by reason of this Agreement. <br />15. PROFESSIONAL LICENSES <br />Consultant shall, throughout the tern of this Agreement, maintain all necessary licenses, per- <br />mits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and re- <br />quired by the laws and regulations of the United States, the State of California., the City of Santa Ana . <br />and all other governmental agencies. Consultant shall notify the City immediately and in writing of its <br />inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inabil- <br />ity shall be cause for termination of this Agreement. <br />16. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herembelow has the power, <br />authority and right to bind their respective parties to each of the tenns of this Agreement, and shall in- <br />demnify City filly, including reasonable costs and attorney's fees, for any injuries or damages to City <br />in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br />25F -8 <br />