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a. As a condition of such payment, the City may require Consultant to deliver to the City
<br />all the 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 City's rise thereof
<br />for such purposes as the City deems appropriate.
<br />b, Payment need not be made for work that fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
<br />16, NON-DISCRIMINATION
<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 any activities under this Agreement. Consultant affirms
<br />that it is an equal opportunity employer and shall comply with all applicable federal, state and
<br />local laws and regulations.
<br />17. JURISDICTION . VENUE
<br />This Agreement has been executed and delivered in the State of California and the
<br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
<br />shall be determined and governed by the laws of the State of California. Both parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may
<br />be brought or arise out of, in connection with or by reason of this Agreement.
<br />1s, I 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
<br />hereunder and required by the laws and regulations of the 'United Sates, the State of California,
<br />the City of Santa Ana and all other governmental agencies, Consultant shall notify the City
<br />immediately and in writing of her inability to obtain or maintain such permits, licenses,
<br />approvals, waivers, and exemptions. Said inability shall be cause for termination of this
<br />Agreement.
<br />19. 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 of the terms of this
<br />Agreement, and shall indemnify City fully, including reasonable costs and attorney's
<br />fees, for any injuries or damages to City in the event that such authority or power is
<br />not, in fact, held by the signatory or is withdrawn.
<br />b. All Exhibits referenced herein, and attached hereto shall be incorporated as if fully set
<br />forth in the body of this Agreement.
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