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<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 /> <br />12. DISCRIMINATION <br /> <br />Contractor shaH not discriminate because of race, color, creed, religion, sex, <br />marital status, sexual orientation, age, national origin, ancestry, or disability, as defined <br />and prohibited by applicable law, in the recruitment, selection, training, utilization, <br />promotion, termination or other employment related activities. Contractor affirms that he <br />is an equal opportunity employer and shaH comply with aH applicable federal, state and <br />local laws and regulations. <br /> <br />13. JURISDICTION - VENUE <br /> <br />This Agreement and aH questions relating to its validity, interpretation, <br />performance, and enforcement shaH be governed and construed in accordance with the <br />laws of the State of California. This Agreement has been executed and delivered in the <br />State of California and the validity, interpretation, performance, and enforcement of any <br />of the clauses of this Agreement shall be determined and governed by the laws of the <br />State of California. Both parties further agree that Orange County, California, shaH be <br />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 /> <br />14. PROFESSIONAL LICENSES <br /> <br />Contractor shall, throughout the term of this Agreement, maintain all necessary <br />licenses, permits, approvals, waivers, and exemptions necessary for the provision of the <br />services hereunder and required by the laws and regulations of the United States, the <br />State of California, the City of Santa Ana and aH other governmental agencies. <br />Contractor shall notify the City immediately and in writing of his inability to obtain or <br />maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall <br />be cause for termination ofthis Agreement. <br /> <br />15. MISCELLANEOUS PROVISIONS <br /> <br />a. Each undersigned represents and warrants that his signature herein below has the <br />power, authority and right to bind the respective parties to each of the terms of this <br />Agreement, and shaH indemnity City fuHy, including reasonable costs and attorney's fees, <br /> <br />Independent Contractor Agreement Between George Saadeh and City of Santa Ana <br />Page 6 of8 <br />