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12. TERMINATION <br /> This AGREEMENT may be terminated by either party upon thirty (30) days written notice of <br /> teiiination. <br /> 13. DISCRIMINATION <br /> OCCC 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, training, utilization, promotion, termination or other <br /> employment related activities. OCCC affirms that it is an equal opportunity employer and shall <br /> comply with all applicable federal, state and local laws and regulations. <br /> 14. JURISDICTION -VENUE <br /> This AGREEMENT and all questions relating to its validity, interpretation, performance, <br /> and enforcement shall be government and construed in accordance with the laws of the State of <br /> California. This AGREEMENT has been executed and delivered in the State of California and <br /> the validity, interpretation, performance, and enforcement of any of the clauses of this <br /> AGREEMENT shall be determined and governed by the laws of the State of California. Both <br /> parties further agree that Orange County, California, shall be the venue for any action or <br /> proceeding that may be brought or arise out of, in connection with or by reason of this <br /> AGREEMENT. <br /> 15. PROFESSIONAL LICENSES <br /> OCCC shall, throughout the term of this AGREEMENT, maintain all necessary licenses, <br /> permits, approvals, waivers, and exemptions necessary for the provision of the services <br /> hereunder and 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. OCCC shall notify the CITY <br /> immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, <br /> waivers, and exemptions. If needed, CITY shall obtain any necessary permits and/or licenses for <br /> the work contemplated herein. <br /> 16. MISCELLANEOUS PROVISIONS <br /> a. Each undersigned represents and warrants that its signature hereinbelow has the power, <br /> authority and right to bind their respective parties to each of the terms of this AGREEMENT, and <br /> shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or <br /> damages to CITY in the event that such authority or power is not, in fact,held by the signatory or is <br /> withdrawn. <br /> b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in <br /> the body of this AGREEMENT. <br /> 6 <br />