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terms of this agreement. A material default shall also include any action that will damage the image <br />and/or reputation of the City. Prior to delivering a notice of default, the parties shall first discuss the <br />nature of the default and to the extent necessary, work together to remedy the default or provide an <br />alternative means of performance that is reasonably acceptable to each party. Each party recognizes that <br />the other will have a substantial investment of time and money in performing this Agreement. <br />21. DISCRIMINATION <br />Provider 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 <br />the recruitment, selection, training, utilization, promotion, termination or other employment related <br />activities. Provider affirms that it is an equal opportunity employer and shall comply with all applicable <br />federal, state and local laws and regulations. <br />22. 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 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 />23. PROFESSIONAL LICENSES <br />A. Provider shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services <br />hereunder and required by the laws and regulations of the United States, the State of <br />California, the City of Santa Ana and all other governmental agencies. Provider shall notify <br />the City immediately and in writing of its inability to obtain or maintain such permits, <br />licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of <br />this Agreement. <br />B. Provider shall receive all vendors and/or sub -contractors to obtain all necessary licenses, <br />permits, approval, waivers and exemptions necessary for the provision of any contracted <br />services hereunder and required by the laws and regulations of the United States, the State of <br />California, the City of Santa Ana and all other governmental agencies. Provider shall notify <br />the City immediately and in writing of its inability to obtain or maintain such permits, <br />licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of <br />this Agreement. <br />24. MISCELLANEOUS PROVISIONS <br />#6302vl <br />A. Each 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 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 />Agreement for CamiIIServiceq Cr Fiestas Patrias 2019 <br />