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such work product shall be the property of the City unless prohibited by law, and <br />Consultant consent's 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 />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 <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 />19. PROFESSIONAL LICENSES <br />Consultant shall, throughout the tern of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services herermder <br />and required by the taws 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, mrd <br />exemptions. Said inability shall be cause for termination of this Agreement. <br />20, PROHIBITED INTERESTS <br />Consultant maintains and warrants that it has not employed nor retained any company or <br />person, other than a bona fide employee working solely for Consultant, to solicit or secure this <br />Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company <br />or person, other than a bona fide employee working solely for Consultant, any fee, commission, <br />percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award <br />or making of this Agreement. Consultant further agrees to file, or shalt cause its employees or <br />subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required <br />under state law in the performance of the Services. For breach, or violation of this warranty, City <br />shall have the right to rescind this Agreement without liability. For the term of this Agreement, no <br />member, officer or employee of City, during the term of his or her service with City, shall have <br />any direct interest in this Agreement, or obtain any present or anticipated material benefit arising <br />therefrom. <br />2I. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement <br />shall be in writing and shall be deemed to be property given if delivered in person or mailed by <br />first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in <br />the manner provided in this Section, to the following persons: <br />P�age�8 of l& <br />EXHIBIT 2 <br />