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<br />a. As a condition of such payment, the Executive Director may require Consultant Lu deliver
<br />to the City all work product complctcd as of such date, and in such case such work product shall be
<br />the property of the City 1mlcss prohibitcd by law, and Consultant consents to the City's use thereof
<br />for such purposes as the City deems appropriate.
<br />
<br />b. Payment need not be made for work which fails to mect the standard of perlormanee
<br />specified in the Recitals of this Agreement.
<br />
<br />13. DISCRIMINATION
<br />
<br />Consultant shall not discriminate because of raee, color, creed, religion, sex, marital
<br />status, sexual oricntation, age, national origin, ancestry, or disability, as defLned and prohibited
<br />by applicable 1m'll, in the recruitment. selection, training, utilization, promotion, termination or
<br />other employment related activities. Consultant affirms that it is an equal opportunity employer
<br />,md shall comply \vith all applicable federal, state and local laws and regulations.
<br />
<br />14, JURISDICTION - VENUE
<br />
<br />This Agreement has bcen 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, Calilornia, shall be the venue lor any action or proceeding that may
<br />be brought or arise out of, in connection with or by reason of this Agreement.
<br />
<br />15, PROFESSIONAL LICENSES
<br />
<br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waiv'ers, 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. Consultant sball notify the City
<br />immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
<br />\vaivers, and exemptions. Said inability shall be cause for termination of this Agreement.
<br />
<br />16, MISCELLANEOUS PROVISIONS
<br />
<br />a. Each ondersigned represents and warrants that its signature hereinbelow has the power,
<br />authority and right to bind their respective parties to each ofthe terms of this Agreement. and shall
<br />indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
<br />City in the event that such authority or power is not, in fact, held by the signatory or is \\..ithdrm.vn.
<br />
<br />b. All Exhibits referenced nerein and attached hereto shall be incorporated as if fully set
<br />forth in the hody of this Agreement.
<br />
<br />II
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