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11. TERMINATION
<br />This Agreement may be terminated by City upon thirty (30) days written notice of termination.
<br />In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all
<br />seMcesperformed by Contractor prior to receipt of such notice of termination. However, payment need not
<br />be made for work which falls to meet the standard of performance specified in the Recitals of this Agreement.
<br />12. DISCRIMINATION
<br />-Contractor shalt not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable few, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities.
<br />Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal,
<br />state and local laws and regulations.
<br />13. JURISDICTION- VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity,
<br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined
<br />and governed by the laws of the State of California. Both parties further agree that Orange County,
<br />California, shall be the venue for any action or proceeding that maybe brought or arise Out of, in
<br />connection with or by reason of this Agreement.
<br />14, PROFESSIONAL LICENSES
<br />Contractor shall, throughout the term ofthis Agreement, maintain all necessary licenses, permits,
<br />approvals, waivers, and exemptions necessary for the provision of 'the services hereunder and required by
<br />the laws and regulations of the United States, the State of California, the City of Santa Ana and all other
<br />governmental agencies, Contractor shall notify the City immediately and in writing of its inability to
<br />obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be
<br />cause for termination of this Agreement.
<br />15, MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature herein below has the power, authority
<br />and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City
<br />fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such
<br />authority or power is not, in fact, held by the signatory orris withdrawn.
<br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the
<br />body of this Agreement.
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