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notice of termination. In such event, Consultant shall be entitled to receive and the City <br />shall pay Consultant compensation for all services performed by Consultant prior to <br />receipt of such notice of termination, subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require <br />Consultant to deliver to the City all work product(s) completed as of such <br />date, and in such case such work product shall be the property of the City <br />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 fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br />16. 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 is <br />an equal opportunity employer and shall comply with all applicable federal, state and local <br />laws and regulations and as further specified in Certifications, Exhibit C, attached hereto <br />and incorporated in this Agreement by reference. <br />17. 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 <br />Agreement shall be determined and governed by the laws of the State of California. Both <br />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 <br />Agreement. <br />18. 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 State <br />of California, the City of Santa Ana and all other governmental agencies. Consultant shall <br />notify the City immediately and in writing of its inability to obtain or maintain such <br />permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for <br />termination of this Agreement. <br />19. MISCELLANEOUS PROVISIONS <br />a. Additional provisions, if any are identified as Additional Provisions, <br />Exhibit D, attached hereto and incorporated into this Agreement by <br />Page17 <br />