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a. As a condition of such payment, the Executive Director may require Consultant to
<br />deliver to the City all work product completed as of such date, and in such case
<br />such work product shall be the property of the City unless prohibited by law, and
<br />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
<br />performance specified in the Recitals of this Agreement.
<br />16. DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creel., religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />_ applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />employment related activities. Consultant affirms that it is an equal opportunity employer and shall
<br />comply with all applicable federal, state and local laws and regulations and as further specified in
<br />Certifications, Exhibit C, attached hereto and incorporated in this Agreement by reference.
<br />17. 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
<br />determined and governed by the laws of the State of California. Both parties further agree that
<br />Orange County, California, shall be the venue for any action or proceeding that may be brought or
<br />arise out of, in connection with or by reason of this Agreement.
<br />18. PROFESSIONAL LICENSES
<br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
<br />and required by the laws and regulations of the United States, the State of California, the City of
<br />Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
<br />in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
<br />exemptions. Said inability shall be cause for termination of this Agreement.
<br />19. MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature herein below has the
<br />power, authority and right to bind their respective parties to each of the terms of
<br />this Agreement, and shall indemnify City fully, including reasonable costs and
<br />attorney's fees, for any injuries or damages to City in the event that such authority
<br />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
<br />set forth in the body of this Agreement.
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