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a. As a condition of such payment, the City Manager, or his designee, may require
<br />Contractor to deliver to the City all work product completed as of such date, and in such case such
<br />work product shall be the property of the City unless prohibited bylaw, and Contractor consents to
<br />the City's use thereof for such purposes as the City deems appropriate.
<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 />13. DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin,-ancestry, or disability, as defined and prohibited
<br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
<br />other employment related activities. Contractor affirms that it is an equal opportunity employer
<br />and shall comply v/ith all apphcablz federal, state and local laws and regulations.
<br />14. JURISDICTION -VENUE
<br />This Agreement and all questions relating to its validity, interpretation, performance; and
<br />enforcement shall be governn.ent and.constmed in accordau.;e with the laws of the State of
<br />California. This Agreement has been exec~rted 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 govented 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 braught or arise out of, in connection with or by reason of this Agreement.
<br />15. PROFESSIONAL LICENSES
<br />Contractor shall, throughout the teem of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services.
<br />hereunder and required by the laws and regulations of the United States, the State of California.
<br />the City of Santa Ana and all other governmental agencies. Contractor shall notify the City
<br />immediately and in writing of her inability to obtain or maintain such permits, licenses,
<br />approvals, waivers, and exemptions. Said inability shall be cause for termination of this
<br />Agreement.
<br />16. MISCELLANEOUS PROVISIONS
<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 shalt
<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 />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
<br />forth in the body of this Agreement.
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