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a. As a condition of such payment, the Executive Director may require Contractor to deliver
<br />to the City all work product completed as of such date, and in such case such work
<br />product shall be the property of the City unless prohibited by law, and Contractor
<br />consents to 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 />17. DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable
<br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment related
<br />activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable
<br />federal, state and local laws and regulations.
<br />18. 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 Orange
<br />County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in
<br />connection with or by reason of this Agreement.
<br />19. PROFESSIONAL LICENSES
<br />Contractor 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 and
<br />required by the laws and regulations of the United States, the State of California, the City of Santa Ana
<br />and all other governmental agencies. Contractor shall notify the City immediately and in writing of its
<br />inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability
<br />shall be cause for termination of this Agreement.
<br />20. DEBARMENT
<br />To protect the public interest and ensure the integrity of Federal programs, City may only
<br />conduct business with responsible persons and may not make any award or permit any award to any
<br />party which is debarred or suspended or is otherwise excluded from or ineligible for participation in
<br />Federal assistance programs under Executive Order 12549, "Debarment and Suspension ". See also 24
<br />CFR 570.609. Contractor must review and sign Exhibit E "Debarment ", which is attached hereto and
<br />incorporated herein by this reference. Contractor shall be in good standing, without suspension by the
<br />California Secretary of State, Franchise Tax Board and Internal Revenue Service. Any change in the
<br />corporate status or suspension of Contractor shall be reported immediately to City.
<br />21. 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,
<br />and shall indemnify City fully, including reasonable costs and attorney's fees, for any
<br />injuries or damages to City in the event that such authority or power is not, in fact, held
<br />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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