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termination, subject to the following conditions: <br />a As a condition of such payment, the Executive Director may require Consultant to <br />deliver to the City all work product completed as of such date, and in such case <br />such work product shall be the property of the City unless prohibited by law, and <br />Consultant consents to the City's use thereof for such purposes as the City deems <br />appropriate. <br />b. Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals ofthis Agreement. <br />17. NON-DISCRINIINATION <br />Consultant shall not discriminate because of race, color, creed, relation, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited <br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or <br />other employment related activities or in connection with any activities under this Agreement. <br />Consultant affirms that it is r n equal opportunity employer and shall comply with all applicable <br />federal, state and local laws and regulations. <br />1& 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 <br />determined and governed by the laws of the State of California. Both parties further agree that <br />Orange County, California, shall be the venue for any action or proceeding that may be brought or <br />arise out ol� in connection with or by reason ofthis Agreement. <br />19. PROFESSIONAL LICENSES <br />Consultant shall, throughout the term ofthis Agreement, maintain all necessary licenses, <br />pen -nits, approvals, waivers, and exemptions necessary for the provision of the services hereunder <br />and required by the laws and regulations of the United States, the State of California, the City of <br />Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and <br />in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and <br />exemptions. Said inability shall be cause for termination ofthis Agreement. <br />20. MISCELLANEOUS PROVISIONS <br />a Each undersigned represents and warrants that its signature herein below has the <br />power, authority and right to bind their respective parties to each ofthe terms of <br />this Agreement, and shall indemnify City fully, including reasonable costs and <br />attorney's fees, for any injuries or damages to City in the event that such authority <br />or power is not, in fact, held by the signatory or is withdrawn. <br />h All exhibits referenced herein and attached hereto shall be incorporated as if fully <br />set forth in the body ofthis Agreement. <br />Page 8 of9 <br />