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12. TERMINATION AND DAMAGES This Agreement may be terminated by the City upon thirty (30) days written notice of termination and by the Contractor upon ninety (90) days written notice. In the event of termination by the City, 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. As a condition of such payment, the Executive Director may require Contractor 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 Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement and in the Specifications, Exhibit "E" hereto. c. Material Breach: If the Director determines the Contractor has failed in the performance of the duties and /or schedule as provided herein, the Director may consider the 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 for any delay in performance, and 2) directing the work be accomplished by either City employees or a new contractor at Contractor's expense, as determined by the Director. Contractor shall be responsible for all costs resulting from any breach, including incidental and consequential damages (see Sample Failure To Perform Letter, Exhibit " " hereto). 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 recruitment, selection, training, utilization, promotion, termination or any other employment related activity. 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 by the parties hereto or arises out of, or 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 19 I M A C