SUPERIOR PROPERTY SERVICES, INC. - 2012

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12. TERMINATION This Agreement may be terminated by either party upon ninety (90) days written notice of termination. Additionally, City may terminate this Agreement upon thirty (30) days written notice of Contractor's failure to perform in conformance with the Specifications set forth in Exhibit A. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. Payment need not be made for work which fails to meet the standard of performance specified in the Specifications set forth in Exhibit A. b. Material Breach. If the Director determines Contractor has failed in the performance of the duties and/or schedule as provided herein, the Director may consider Contractor in material breach. City may exercise all remedies in law or equity for said breach, including but not limited to: 1) withholding all or a portion of payment owed relative to any such failure to perform or delay in performance, and 2) directing the work be accomplished by either City personnel or another contractor at Contractor's expense, as determined by the Executive Director. Contractor shall be responsible for all costs resulting from any breach, including incidental and consequential damages. 13. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision 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. Contractor 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.