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Consultant compensation for all services performed by Consultant prior to receipt of such notice of
<br />terniimtiou, subject to the following conditions:
<br />a. Asa condition of such payment, the City Manager may require Consultant to deliver to the
<br />City all work product completed as of such date, and in such case such work product shall be the
<br />property of the City unless prohibited by law, and Consultant consents to the Citys use thereof for such
<br />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. DISCRIMINATION
<br />Consultant shall 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 law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities.
<br />Consultant affirms that it is an equal opportunity employer and shall comply with all applicable
<br />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
<br />or arise out of, in connection with or by reason of Us Agreement.
<br />15, PROFESSIONAL LICENSES
<br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
<br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and
<br />required by the laws and regulations of the United States, the State of California, the City of Santa Ana
<br />and all other governmental agencies. Consultant shall notify the City immediately and in writing of
<br />its inability to obtain or maintaur such permits, licenses, approvals, waivers, and exemptions. Said
<br />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, 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 A& in fact, held by the signatory or is withdrawn,
<br />b. All Ezhibits'referenced herein and attached hereto shall be incorporated as if filly setforth in the
<br />body of this Agreement.
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