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such work product shall be the property of the City unless prohibited by law, and
<br /> Consultant consents to the City's use thereof for such purposes as the City deems
<br /> 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 /> 18. NON-DISCRIMINATION
<br /> Consultant shall not discriminate because of race, color, creed, religion, sex, marital
<br /> status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br /> information, or military and veteran status, age, national origin, ancestry, or disability, as defined
<br /> and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
<br /> promotion, termination or other employment related activities or any services provided under
<br /> this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply
<br /> with all applicable federal, state and local laws and regulations.
<br /> 19. 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
<br /> Orange County,California, shall be the venue for any action or proceeding that may be brought or
<br /> arise out of, in connection with or by reason of this Agreement.
<br /> 20. PROFESSIONAL LICENSES
<br /> Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
<br /> permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
<br /> and required by the laws and regulations of the United States, the State of California, the City of
<br /> Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
<br /> in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
<br /> exemptions. Said inability shall be cause for termination of this Agreement.
<br /> 21. MISCELLANEOUS PROVISIONS
<br /> a. Each undersigned represents and warrants that its signature herein below has the
<br /> power, authority and right to bind their respective parties to each of the terms of
<br /> 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
<br /> or power is not, in fact, held by the signatory or is withdrawn.
<br /> b. All exhibits referenced herein and attached hereto shall be incorporated as if fully
<br /> set forth in the body of this Agreement.
<br /> [signatures appear on following page]
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