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2. This agreement may be terminated without cause by City upon thirty (30) <br />days written notice delivered to Contractor either personally or by mail. <br />Upon termination, City shall pay to Contractor that portion of <br />compensation specified in the agreement that is earned and unpaid prior <br />to the effective date of termination. <br />3. In addition to, or in lieu of, remedies provided in this agreement or <br />pursuant to law, City shall have the right to withhold all or a portion of <br />Contractor's compensation for contract services if, in the judgment of the <br />City project manager, the level of service falls below appropriate <br />standards and/or Contractor fails to satisfactorily perform contract <br />services. City shall have the right to retain funds withheld until the project <br />manager determines that contract services are performed in conformance <br />with this Agreement. <br />XI 11. DISCRI MI NATION <br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and <br />prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, <br />termination or other employment related activities. Contractor affirms that it is an equal <br />opportunity employer and shall comply with all applicable federal, State and local laws <br />and regulations. <br />XIV.JURISDICTION - VENUE <br />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 <br />Agreement shall be determined and governed by the laws of the State of California. <br />Both parties further agree that Orange County, California, shall be the venue for any <br />action or proceeding that may be brought or arise out of, in connection with or by reason <br />of this Agreement. <br />XV.PROFESSIONAL LICENSES <br />Contractor 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 Sates, the State of <br />California, the City of Santa Ana and all other governmental agencies. Contractor shall <br />notify the City immediately and in writing of their inability to obtain or maintain such permits, <br />licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination <br />of this Agreement. <br />XVI.RESPONSIBILITY FOR DAMAGES <br />The Contractor shall be responsible for all damages to persons and/or property that <br />occur as a result of the fault or negligence of said Contractor or his employees in <br />connection with the performance of this work.