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<br />shall be construed to limit the City's ability to have any ofthe services which are the subject to <br />this Agreement performed by City personnel or by other Vendors retained by City. <br /> <br />12. TERMINATION <br /> <br />This Agreement may be terminated by the City upon sixty (60) days written notice of <br />termination, without any early termination penalty. In such event, Vendor shall be entitled to <br />receive and the City shall pay Vendor compensation for all services performed by Vendor prior to <br />receipt of such notice oftermination, subject to the following conditions: <br /> <br />a. As a condition of such payment, the Executive Director may require Vendor to deliver to <br />the City all work product completed as of such date, and in such case such work product shall be the <br />property of the City unless prohibited by law, and Vendor consents to the City's use thereof for such <br />purposes as the City deems appropriate. <br /> <br />b. Payment need not be made for work which fails to meet the standard of performance <br />specified in the Recitals of this Agreement. <br /> <br />13. DISCRIMINATION <br /> <br />Vendor shall not discriminate because ofrace, 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. Vendor affirms that it is an equal opportunity employer and shall <br />comply with all applicable federal, state and local laws and regulations. <br /> <br />14. JURISDICTION - VENUE <br /> <br />This Agreement and all questions relating to its validity, interpretation, performance, and <br />enforcement shall be governed 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 the <br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws ofthe 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. PROFESSIONAL LICENSES <br /> <br />Vendor shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision ofthe 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. Vendor shall notify the City <br />immediately and in writing of her inability to obtain or maintain such permits, licenses, <br />approvals, waivers, and exemptions. Said inability shall be cause for termination of this <br />Agreement. <br /> <br />6 <br />