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<br /> a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work
<br /> product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by
<br /> law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. However, any use of
<br /> unfinished work product shall be at City's sole risk.
<br /> b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of
<br /> this Agreement.
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<br /> 14. DISCRIMINATION
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<br /> Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation,
<br /> age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection,
<br /> training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal
<br /> opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
<br /> 15. JURISDICTION - VENUE
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<br /> This Agreement has been executed and delivered in the State of California and the validity, interpretation,
<br /> performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of
<br /> the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or
<br /> proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
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<br /> 16. PROFESSIONAL LICENSES
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<br /> Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals,
<br /> waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of
<br /> the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall
<br /> notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers,
<br /> and exemptions. Said inability shall be cause for termination of this Agreement.
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<br /> 17. MISCELLANEOUS PROVISIONS
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<br /> a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind
<br /> their respective parties to each of the terms of 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 or power is not, in fact, held by the
<br /> signatory or is withdrawn.
<br /> b. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are
<br /> not to be considered in construing this Agreement.
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<br /> c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this
<br /> Agreement.
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<br /> Signatures on following page
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<br /> 25D-32
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