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a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City
<br />all work product completed as of such date, and in such case such work product shall be property of
<br />the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes
<br />as the City deems 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 />Contractor 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 />Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal,
<br />State 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, interpretation,
<br />performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by
<br />the laws of the State of California. Both parties further agree that Orange County, California, shall be the
<br />venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this
<br />Agreement.
<br />16. PROFESSIONAL LICENSES
<br />Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals,
<br />waivers, and exemptions necessary for the provision of services hereunder and required by the laws and
<br />regulations of the United Sates, the State of California, the City of Santa Ana and all other governmental
<br />agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such
<br />permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this
<br />Agreement.
<br />17. RESPONSIBILITY FOR DAMAGES
<br />The Contractor shall be responsible for all damages to persons and/real or tangible property that occur
<br />as a result of the fault or negligence of said Contractor or its subcontractors, agents, employees, or
<br />other persons acting on their behalf in connection with the performance of this Agreement.
<br />18. FAILURE TO PERFORM SATISFACTORILY
<br />a. Contractor acknowledges and agrees that subject to the notice provisions in Article I 1 and except in
<br />cases of force majeure, if the Contractor fails to perform the work as specified herein, the Director, 1) will pay
<br />only for the amount of service received as determined by the Director with an appropriate downward
<br />adjustment in contract price, or 2) may have such required work done by City forces or otherwise, and charge
<br />the cost thereof to the Contractor.
<br />Such adjustments will be the estimated cost for performance by City forces plus City overhead and will
<br />include overtime pay as required to complete work.
<br />b. If Contractor performs the work in such a manner that the amount of payment withheld due to
<br />substandard performance, nonperformance and /or forfeiture for non - completion per schedule totals five
<br />percent (5 %) of the total contract price, the City shall notify the Contractor of such noncompliance. If the
<br />Contractor continues to perform the work in such a manner that the amount of payment withheld due to
<br />substandard performance, nonperformance and/or forfeiture for non -completion per schedule totals ten
<br />percent (10 %) of the total contract price, this Agreement may be terminated at the City's option. In the event
<br />of termination for unsatisfactory performance, Ui f- y- ontractor shall reimburse the City for damage
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