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compensation for all services performed by Consultant prior to receipt of such notice of termination,
<br /> subject to the following conditions:
<br /> a. As a condition of such payment, the Executive Director 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 be
<br /> the property of the City unless prohibited by law, and Consultant consents to the City's use thereof
<br /> 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. DISCRIMINATION
<br /> Consultant shall not discriminate because of race, color, creed, religion, 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. Consultant affirms that it is an equal opportunity employer
<br /> and shall comply with all applicable federal, state and local laws and regulations.
<br /> 14. JURISDICTION - VENUE
<br /> This Agreement and all questions relating to its validity, interpretation, performance, and
<br /> enforcement shall be government and construed in accordance with the laws of the State of
<br /> California. 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 /> 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
<br /> hereunder and required by the laws and regulations of the United States, 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 /> 16. MISCELLANEOUS PROVISIONS
<br /> a. Each undersigned represents and warrants that its signature hereinbelow 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 attomey's fees, for any injuries or damages to
<br /> City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
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