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a, As a condition of such payment, City may require Contractor to deliver to the City all work <br />product completed as of such date, and in such case such work product shall be the property <br />of the City unless prohibited by law, and Contractor consents to the City's use thereof for <br />such purposes as the City deers appropriate, <br />Payment need not be made for work that fails to meet the standard of performance <br />specified in the Recitals of this Agreement. <br />19. NONDISCRIMINATION <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 />or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity <br />employer and shall comply with all applicable federal, state and local laws and regulations. <br />20. 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 determined <br />and governed by the laws of the State of California. Both parties farther agree that Orange County, <br />California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection <br />with or by reason of this Agreement, <br />21. PROFESSIONAL LICENSES <br />Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, <br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by <br />the laws and regulations of the United States, the State of California, the City of Santa Ana and all other <br />governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain <br />or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for <br />termination of this Agreement. <br />22. CERTIFICATIONS <br />a. Debarment and Suspension. Contractor will comply, and all its subcontractors will <br />comply, with applicable federal suspension and debarment regulations including, but not limited to, <br />Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in <br />2 CFR Part 200. <br />b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply <br />with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient <br />pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified disabled person <br />shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be <br />subject to discrimination, including discrimination in employment, in any program or activity that receives <br />or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act <br />shall be included in any agreements with and be binding on all of its subcontractors, assignees, or <br />successors. <br />C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all <br />25H -11 <br />