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14. TERMINATION
<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 such payment, City may require Contractor to deliver to the City all work
<br />product completed as of such date, and in such case such work product shall be the property
<br />of the City unless prohibited by law, and Contractor consents to the City's use thereof for
<br />such purposes as the City deems appropriate.
<br />b. Payment awed not be made for work that falls to meet the standard of performance
<br />specified, in the Recitals of this Agreement.
<br />15. NONDISCRIMINA'T'ION
<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 it is an equal opportunity
<br />employer and shall comply with all applicable federal, state and local laws and regulations,
<br />1G. JURISDICTION •"VENUE
<br />This Agreement has been executed and delivered in the Stato 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 venue for any action or proceeding that may be brought or arise out of, in connection
<br />with or by reason of this Agreement.
<br />17. PROF'ESSIONAIL LICENSES
<br />Contractor shall, throughout the term of this Agreement, maintain all necessary licensor, pen7nits,
<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 />governmental agencies, 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 and attorney's fees, for any
<br />injuries or damages to City in the event that such authority or power is not, in fact, 'held by
<br />tine signatory or is withdrawn.
<br />25012
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