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a. As a condition of such payfnent, the Executive I3ireetox may require Consultant to deliver
<br />to the City all wor]c product completed as of such. date, and in such case such work product shall be
<br />the property of the City unless prohibited bylaw, and Consul#ant consents to the City's use thereof
<br />for such purposes as the City deems appropriate.
<br />b. Payment need not be made for work which fails to meet the standard ofperformance
<br />specified in the Recitals of this Agreement.
<br />13. DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as delinod and prohibited
<br />by applicable' law, in the recruitment, selection, training, utilization, promotion, termination or
<br />other employment related activities. Consultant affirms that it is an equal opportunity employer
<br />and shall comply with all applicable federal, state and local laws and regulations.
<br />14. JURISDICTION VENUE
<br />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 may
<br />be brought or arise out of, in connection with or by reason ofthis Agreement.
<br />15. PROFIvSSIONAL LICENSES
<br />16. MISCELLANEOUS PROVISIONS
<br />Consultant shall, throughout the term of this Agreeaxient, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services
<br />herecrrder 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 shall notify the City
<br />immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
<br />waivers, and exemptions. Said inability shalt because for termination of thi Agreement,
<br />a(. Each undersigned represents and warrants that its. signature hereinbelow has the power,
<br />authority and right to bind their respective parties to each of the warms of this Agreement, and shalt
<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 withdrawn.
<br />b. All Attaclvtientsreferenced herein and attached hereto shall be incorporated as if fully set !,
<br />forth in thebody of this Agreement. I
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