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compensation for all services performed by Contractor prior to receipt of such notice of termination,
<br />subject to the following conditions:
<br />a.As a condition of such payment, the ExecutiveDirector may requireContractor to deliver to
<br />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 which fails to meet thestandard ofperformance
<br />specified in the Recitalsofthis Agreement.
<br />This Agreement shall automatically terminate upon written notice by the City to Contractor,
<br />without penalty to City, either in wholeor inpart, if City in unable to secure the required fundsto
<br />complete Phase II of the Project.
<br />17.NONDISCRIMINATION
<br />Contractor 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. Contractor affirms that it isan equal opportunity employer
<br />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
<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 />19.PROFESSIONALLICENSES
<br />Contractor 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. Contractor shall notify the City
<br />immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
<br />waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
<br />20.MISCELLANEOUSPROVISIONS
<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,
<br />andshallindemnifyCityfully,includingreasonablecostsandattorney’sfees,forany
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