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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 by law, 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 with all applicable 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 government 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 /> 15. PROFESSIONAL LICENSES
<br /> Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
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<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 its inability to obtain or maintain such permits, licenses, approvals,
<br />
<br /> waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
<br /> 16. MISCELLANEOUS PROVISIONS
<br /> a. Each undersigned represents and warrants that its signature hereinbelow has the power,
<br />
<br /> authority and right to bind their respective parties to each of the terms of this Agreement, and shall
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<br /> indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
<br />
<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 />
<br /> forth in the body of this Agreement.
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<br /> 25H-8
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