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shall pay Consultant compensation for all services performed by Consultant prior to receipt
<br />of such notice of termination, subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require Consultant
<br />to deliver to the City all work product completed as of such date, and in such case such work
<br />product shall be the property of the City unless prohibited by law, and Consultant consents
<br />to the City's 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 />15. DISCRIMINATION
<br />Consultant shall 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. Consultant affirms that it
<br />is an equal opportunity employer and shall comply with all applicable federal, state and
<br />local laws and regulations.
<br />16. JURISDICTION - VENUE
<br />This Agreement and all questions relating to its validity, interpretation,
<br />performance, and enforcement shall be government 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, shall 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 />17. PROFESSIONAL LICENSES
<br />Consultant 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 all other governmental agencies.
<br />Consultant shall notify the City immediately and in writing of her inability to obtain or
<br />maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall
<br />be cause for termination of this Agreement.
<br />18. MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature hereinbelow has the
<br />power, authority and right to bind their respective parties to each of the terms of this
<br />Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees,
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