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compensation for all services performed by Consultant prior to receipt of such notice of
<br /> termination, subject to the following conditions:
<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
<br /> such 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.
<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 /> 18. NON-DISCRIMINATION
<br /> Consultant shall not discriininate because of race, color, creed,religion, sex, marital
<br /> status,sexual orientation,gender identity,gender expression,gender,medical conditions,genetic
<br /> information,or military and veteran status, age,national origin, ancestry,or disability, as defined
<br /> and prohibited by applicable law, in the recruitment, selection, teaching,training,utilization,
<br /> promotion, termination or other employment related activities or any services provided under
<br /> this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply
<br /> with all applicable federal, state and local laws and regulations.
<br /> 19. 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 /> detennined 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 /> 20. PROFESSIONAL LICENSES
<br /> Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
<br /> permits,approvals,waivers,and exemptions necessary for the provision of the services hereunder
<br /> and required by the laws and regulations of the United States, the State of California, the City of
<br /> S anta Ana and all other governmental agencies. Consultant shall notify the City immediately and
<br /> in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
<br /> exemptions. Said inability shall be cause for termination of this Agreement.
<br /> 21. 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 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.
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