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the property of the City unless prohibited by law, and Consultant 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 falls to meet the standard of perfotniance
<br />specified in the Recitals of"this Agreement.
<br />In the event of termination by City, a- refund equal to the remaining prorated Maintenance
<br />Agreement price (i,e.: Maintenance Agreement price paid by City divided by 12 times the
<br />number of remaining months) shall be paid to City by Consultant within 60 days.
<br />t r
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined 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 andloeal laws and regulations.
<br />Ibis 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 of the 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 of this Agreement.
<br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions tiecessary for the provision of the services
<br />hereunder and required by the laws and regulations of the United States, the State of California,
<br />the City of Santa Aiwa 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 shall be cause for termination of this Agreement,
<br />16. MISCELLANEOUS PROVISIONS
<br />a Each undersigned represents and warrants that its signature herein below has the power,
<br />autbority and right to bind their respective parties to each of the terms ofthis Agreement, and each
<br />party shall indemnify the other party frilly, including reasonable costs and attorney's fees, for any
<br />injuries or damages to a party in the event that such authority or power is riot, in fact, held by the
<br />signatory or is withdrawn,
<br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
<br />forth in the body of this Agreement.
<br />25G -8
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