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13. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Consultant shall be entitled to receive and the City shall pay
<br />Consultant compensation for all services performed by Consultant prior to receipt of such notice
<br />of termination, subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require Consultant to
<br />deliver to the City all work product completed as of such date, and in such case
<br />such work product shall be the property of the City unless prohibited by law, and
<br />Consultant consents to the City's use thereof for such purposes as the City deems
<br />appropriate.
<br />b. Payment need not be made for work which fails to meet the standard of
<br />performance specified in the Recitals of this Agreement.
<br />14. NON-DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, relation, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />employment related activities or in connection with any activities under this Agreement,
<br />Consultant affirms that it is an equal opportunity employer and shall comply with all applicable
<br />federal, state and local laws and regulations.
<br />15. JURISDICTION - VENUE
<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
<br />be brought or arise out of, in connection with or by reason of this Agreement.
<br />16, PROFESSIONAL LICENSES
<br />Consultant shall, throughout the tern of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services
<br />hereunder Said required by the laws and regulations of the United States, the State of California,
<br />the City of Santa .Ana and all other governmental agencies, Consultant shall notify the City
<br />immediately and in writhes of its inability to obtain or maintain such permits, licenses, approvals,
<br />waivers, and exemptions. Said inability shall be cause for tennination of this Agreement.
<br />17, MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature herein below has the
<br />power, authority and right to bind their respective parties to each of the terms of
<br />this Agreement, and shall indemnify City fully, including reasonable costs and
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