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compensation for all services performed by Consultant prior to receipt ofsuch notice of termination, subject to the fallowing conditions: a. As a condition of such payment, the Executive 17irector may require Consultant to deliver to the City all work. product completed as ofsuch date, and in such case such work product shall be the property c-~f the City unless prohibited by law, and Consultant cons;.nts to the City's use thereof far such purposes as the City deems appropriate. b. Payment need not be made for ~vark which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIl4'II;t~1ATit)N Consultant shall not discriminate: because of race, color, creed, religion. sex, marital status, sexual orientatic7n, age, national origin., ancestry, ar disability, as defined and prohibited. by applicable: law, in the recruitment, selection, training, utilisation, promotion, terrninatian or other employment related activities. C'ansuitant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 1~1. JLiRISDICTlON - VENUF. "phis Agre:crnent has been executed and delivered in the State of California and the validity, interprctatic?n, performance, and ent`arcement of any oi'the clauses afthis Agreement shall be determined and governed by the la4vs ot'the State of California. Both parties further agree that ©rangc County, California, shall be the venue for any action ar proceeding that may be brought or arise out. <}f. in connection with or by reason afthis Agreement. a s. PRa~~SSroNAL LICENSES Consultant shall, throughout the term afthis Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the locos and regulations ofthe llnited States, the State ofCalifornia, the City o#'San'ta Ana and all other governmental agencies. Consultant shall notify the City itnrnediateiy and in writing of her inability to obtain ar maintain such permits, [tenses, approvals, waivers, and exemptions. Said inability shall be cause for termination afthis Agreement, 1fi. 1r1ISCl1LLANF.OUS PROVISIC?NS a. leach undersigned represents and warrants that its signature hereinbe:low has the power, authority and right to bind their respective parties to each of the terms c}f this Agreement, and shall indemnify C'iCy~ fully. including reasonable c-acts and attorney's fees, for any injuries or damages to City in the event that such authority ar power is not, in fact, held by the signatory ar is ~vithdrakvn, b. All Exhibits referenced herein and attached hereto shall be incorporated as if firily sef forth in the body of this Agreement. 25D-7