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<br />a. As a condition of such payment, the Executive Director may require Consultant to
<br />deliver to the City all work product completed as of such date, and in such case such
<br />work product shall be the property of the City unless prohibited by law, and
<br />Consultant consents to the City's use thereof for such purposes as the City deems
<br />appropriate.
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<br />b. Payment need not be made for work which fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
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<br />13. DISCRIMINATION
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<br />Consultant shall not discriminate because of race, color, creed, religion, 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
<br />other employment related activities. Consultant affirms that it is an equal opportunity
<br />employer and shall comply with all applicable federal, state and local laws and regulations.
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<br />14. JURISDICTION -VENUE
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<br />This Agreement and all questions relating to its validity, interpretation, performance, and
<br />enforcement shall be govermnent and construed in accordance with the laws ofthe State of
<br />California. 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 ofthe State of California. Both parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that
<br />may be brought or arise out of, in connection with or by reason ofthis Agreement.
<br />
<br />15. PROFESSIONAL LICENSES
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<br />Consultant shall, throughout the term ofthis 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
<br />California, the City of Santa Ana and all other govermnental agencies. Consultant shall notify
<br />the City immediately and in writing of her inability to obtain or maintain such permits,
<br />licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of
<br />this Agreement.
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<br />16. MISCELLANEOUS PROVISIONS
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<br />a. Each undersigned represents and warrants that its signature hereinbelow has
<br />the power, authority and right to bind their respective parties to each of the
<br />terms ofthis Agreement, and shall indemnify City fully, including reasonable
<br />costs and attorney's fees, for any injuries or damages to City in the event that
<br />such authority or power is not, in fact, held by the signatory or is withdrawn.
<br />
<br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if
<br />fully set forth in the body of this Agreement.
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