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shall pay Consultant compensation for all services performed by Consultant prior to receipt of
<br />such notice of termination, subject to the following conditions:
<br />a. As a condition of such payment, the City Manager may require Consultant to deliver
<br />to the City all work product completed as of such date, and in such case such work product shall
<br />be the property of the City unless prohibited by law, and Consultant consents to the City's use
<br />thereof for such purposes as the City deems appropriate.
<br />b. Payment need not be made for work which fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
<br />13. NON-DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military and veteran status, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
<br />promotion, termination or other employment related activities or any services provided under
<br />this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply
<br />with all applicable federal, state and local laws and regulations.
<br />14. 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 of, in connection with or by reason of this Agreement.
<br />15. PROFESSIONAL LICENSES
<br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, 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 of this Agreement.
<br />16. MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature herein below has the power,
<br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall
<br />indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages
<br />to City in the event that such authority or power is not, in fact, held by the signatory or is
<br />withdrawn,
<br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if filly set
<br />forth in the body of this Agreement.
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