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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 />2L 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 tern 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 govermental 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
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<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 terns 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 Carnival Services for Fiestas Patrias 2019
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