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16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days vtTitten notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions; a. As a condition of such payment, the Executive Director may requite Consultant to deliver to the City all work product completed as of such date, and in such case such work product ,shall be the property of the City unless prohibited by law, and Consultant consents to the City,,; use thereof for such purposes as the City deems appropriate. b, Payment need not be made for work which fails to mcot the standard of performance specified in the.Recitals of this Agreement. 17. NOlti-DISCRIMLNATION Consultant shall not discriminate because of race, color, deed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable Iaw, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with tiny activities tinder this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcemont of any of the clauses of this Agroement shall be detotmined and governed by the laws of the State of California, Both parties further agree that Orange County, California, shall be the venue far any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONA14 LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary forthe prozrision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits; licenses, approvals: waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20, MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power; authority and right to bind their respective parties to each of the terns of Pace ", of a