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 product
<br />shall be the property of the City unless prohibited by law, and Contractor consents to the
<br />City's use thereof for such purposes as the City deems appropriate.
<br />b. Payment need not be made for work that fails to meet the standard ofperformanee specified
<br />in the Recitals of this Agreement.
<br />18. NON-DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, gender identity, gender expression, gender, medical conditions, genetic information, or
<br />military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other
<br />employment related activities or any services provided under this Agreement, Contractor affirms that it
<br />is an equal opportunity employer and shall comply with all applicable federal, state and local laws and
<br />regulations.
<br />19. 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. Moth parties further agree that Orange County,
<br />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 />20. 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 Arta
<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 />21. MISCELLANEOUS PROVISIONS
<br />a. Bach undersigned represents and warrants that its signature herein below 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 folly, including reasonable costs and attorney's fees, for any
<br />injuries or damages to City in the event that sucli authority or power is not, in fact, held
<br />by the signatory or is withdrawn.
<br />All exhibits referenced herein ,and attached hereto shall be incorporated as if fully set
<br />forth in the body of this Agreement.
<br />[signaturc.s on next1mrgej
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