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a. As a condition of such payment, the Executive Director may require Consultant to deliver <br />to the City all work product completed as of such date, and in such case such work product shall be <br />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 /> <br /> 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 /> <br />13. JURISDICTION - VENUE <br /> <br /> This Agreement and all questions relating to its validity, interpretation, performance, and <br />enforcement shall be governed and construed in accordance with the laws of the State of <br />California. 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 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 /> <br />14. MISCELLANEOUS PROVISIONS <br /> <br /> a. Each undersigned represents and warrants that its signature hereinbelow has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall <br />indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to <br />City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br /> <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 /> <br />W <br /> <br />// <br /> <br />// <br /> <br />// <br /> <br />W <br /> <br />W <br /> <br /> <br />