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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 he <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 /> a. Each undersigned represents and warrants that its signature herein below has the <br /> power, authority and right to bind their respective panics to each of the terms of <br /> this Agreement, and shall indemnify City fully, including reasonable costs and <br /> attomey'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 />