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<br />the City's prior written consent shall be considered null and void. Nothing in this Agreement
<br />shall be construed to limit the City's ability to have any of the services which are the subject to
<br />this Agreement perfonned by City personnel or by other consultants retained by City,
<br />
<br />12.
<br />
<br />TERMINATION
<br />
<br />This Agreement may be tenninated 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 Consultant
<br />compensation for all services perfonned by Consultant prior to receipt of such notice of termination,
<br />subject to the following conditions:
<br />
<br />a, As a condition of such payment, the Executive Director may require Consultant to deliver
<br />to the City all work product completed as of such date, and in such case such work product shall be
<br />the property of the City unless prohibited by law, and Consultant consents to the City's use thereof
<br />for such purposes as the City deems appropriate,
<br />
<br />b, Payment need not be made for work which fails to meet the standard of perfonnance
<br />specified in the Recitals of this Agreement.
<br />
<br />13.
<br />
<br />DISCRIMINATION
<br />
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
<br />by applicable law, in the recruitment, selection, training, utilization, promotion, tennination or
<br />other employment related activities. Consultant affinns that it is an equal opportunity employer
<br />and shall comply with all applicable federal, state and local laws and regulations,
<br />
<br />14.
<br />
<br />JURISDICTION - VENUE
<br />
<br />This Agreement and all questions relating to its validity, interpretation, perfonnance, and
<br />enforcement shall be government and construed in accordance with the laws ofthe State of
<br />California. This Agreement has been executed and delivered in the State of California and the
<br />validity, interpretation, perfonnance, and enforcement of any of the clauses of this Agreement
<br />shall be detennined 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 ofthis Agreement,
<br />
<br />15.
<br />
<br />PROFESSIONAL LICENSES
<br />
<br />Consultant shall, throughout the tenn ofthis Agreement, maintain all necessary licenses,
<br />pennits, approvals, waivers, and exemptions necessary for the provision of the services
<br />hereunder and required by the laws and regulations ofthe 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 writing of her inability to obtain or maintain such pennits, licenses,
<br />approvals, waivers, and exemptions. Said inability shall be cause for tennination ofthis
<br />Agreement.
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