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Exhibit 7
<br />of termination, subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require Contractor to deliver
<br />to the City all work product completed as of such date, and in such case, such work product
<br />shall be the property of the City unless prohibited by law, and Contractor consents to the
<br />City's use thereof 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 />17. NONDISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military
<br />and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law,
<br />in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment
<br />related activities or any services provided under this Agreement. Contractor affirms that it is an equal
<br />opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
<br />18. 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 determined
<br />and governed by the laws of the State of California. Both parties further agree that Orange County,
<br />California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection
<br />with or by reason of this Agreement.
<br />19. PROFESSIONAL LICENSES
<br />Contractor 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 required by
<br />the laws and regulations of the United States, the State of California, the City of Santa Ana and all other
<br />governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain
<br />or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for
<br />termination of this Agreement.
<br />20. 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,
<br />and shall indemnify City fully, including reasonable costs and attorney's fees, for any
<br />injuries or damages to City in the event that such authority or power is not, in fact, held by
<br />the signatory or is withdrawn.
<br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth
<br />in the body of this Agreement.
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