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b. Payment need not be made for work which fails to meet the standard of performance <br />specified in the Recitals of this Agreement. <br />14. NONDISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status; <br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable <br />law, In the recruitment, selection, training, utilization; promotion, termination or other employment related <br />activities or in connection with any activities under this Agreement. Consultant 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 <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 />determined and governed by the laws of the State of California. Both parties further agree that Orange <br />County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in <br />connection with or by reason of this Agreement. <br />16. PROFESSIONAL LICENSES <br />Consultant shall, throughoutthe term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers; and exemptions necessary for the provision of the services hereunder and <br />required by the laws and regulations of the United States, the State of California, the City of Santa Ana <br />and all other governmental agencies. Consultant shall notify the City immediately and in writing of its <br />Inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability <br />shall be Cause for termination of this Agreement. <br />17. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature below has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, <br />and shall indemnify Cityfully, including reasonable costs and attorney's fees, for any <br />injuries or damages to City in the event that such authority or power is not, in fact, held <br />by the signatory or is withdrawn, <br />b. All Exhibits referenced herein and attachedhereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement on or after the date and <br />year first above written <br />ATTEST <br />MA IA ©. HUI,ZAR4 <br />DJ71/ <br />Clerk of the Council <br />CITY OF SANTA ANA <br />DAVIQ CA Os <br />City Manager <br />--signatures continued on next page-- <br />