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a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City <br />all work product completed as of such 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 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 performance specified in the <br />Recitals of this Agreement. <br />14. DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual <br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the <br />recruitment, selection, training, utilization, promotion, termination or other employment related activities. <br />Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state <br />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 determined and <br />governed by the laws of the State of California. Both parties further agree that Orange County, California, <br />shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by <br />reason of this Agreement. <br />16. PROFESSIONAL LICENSES <br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, <br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the <br />laws and regulations of the United States, the State of California, the City of Santa Ana and all other <br />governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain <br />or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for <br />termination of this Agreement. <br />17. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and <br />right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, <br />including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such <br />authority 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 set forth in the <br />body of this Agreement. <br />25D-9 <br />