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prior to receipt of such notice of termination, subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Contractor to <br />deliver to the City all work product completed as of such date pursuant to the <br />mutually agreed upon schedule, and in such case such work product shall be the <br />property of the City unless prohibited by law, and Contractor consents to the City's <br />use thereof for such purposes as the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br />19. NON-DISCRIMINATION <br />Contractor shall not discriminate because of race, color, creed, relation, sex, marital status, <br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by <br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other <br />employment related activities or in connection with any activities under this Agreement. <br />Contractor affirms that it is an equal opportunity employer and shall comply with all applicable <br />federal, state and local laws and regulations. <br />20. 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 or <br />arise out of, in connection with or by reason of this Agreement. <br />21. PROFESSIONAL LICENSES <br />Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, <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 <br />Ana and all other governmental agencies. Contractor shall notify the City immediately and in <br />writing of its inability to obtain or maintain such licenses, approvals, waivers, and exemptions. <br />Said inability shall be cause for termination of this Agreement. <br />22. MISCELLANEOUS PROVISIONS <br />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 <br />this Agreement, and shall indemnify City fully, including reasonable costs and <br />attorney's fees, for any injuries or damages to City in the event that such authority <br />or power is not, in fact, held by the signatory or is withdrawn. <br />Page 9 of 10 <br />