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waived. The provisions of this CONTRACT shall be interpreted in a reasonable manner to affect <br />the purpose of the PARTIES and this CONTRACT. <br />3.22 Employee Eligibility Verification. SAOS warrants that it fully complies with all <br />Federal and State statutes and regulations regarding the employment of aliens and others and that <br />all its employees performing work under this CONTRACT meet the citizenship or alien status <br />requirement set forth in Federal statutes and regulations. SAOS shall obtain, from all employees, <br />consultants and subcontractors performing work hereunder, all verification and other <br />documentation of employment eligibility status required by Federal or State statutes and <br />regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 <br />U.S.C. §1324 et seq., as they currently exist and as they maybe hereafter amended. SAOS shall <br />retain all such documentation for all covered employee, consultants and subcontractors for the <br />period prescribed by the law. SAOS shall indemnify, defend with counsel approved in writing by <br />GIOC, and hold harmless, GIOC, and its agents, officers, and employees (collectively, "GIOC <br />INDEMNITEES") from employer sanctions and any other liability which may be assessed against <br />SAOS or GIOC or GIOC INDEMNITEES, or any combination of the three in connection with any <br />alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for <br />employment of any persons performing work under this CONTRACT. <br />3.23 Mutual Indemnifâ–șcation Provisions. <br />(i) SAOS agrees to indemnify, defend with counsel approved in writing <br />by GIOC, and hold harmless GIOC, the State of California, and the Orange SAOS <br />Workforce Investment Board, their elected and appointed officials, officers, <br />employees, agents ("GIOC INDEMNITEES") harmless from any claims, demands <br />or liability of any kind or nature, including but not limited to personal injury or <br />property damage, arising from or related to the services, products or other <br />performance provided by SAOS pursuant to this CONTRACT. <br />(ii) GIOC agrees to indemnify, defend and hold harmless SAOS, its <br />officers, employees and agents harmless from any claims, demands or liability of <br />any kind or nature, including but not limited to personal injury or property damage, <br />arising from or related to the services, products or other performance provided by <br />GIOC pursuant to this CONTRACT. <br />(iii) If judgment is entered against SAOS and GIOC by a court of <br />competent jurisdiction because of the concurrent active negligence of GIOC or <br />GIOC INDEMNITEES, SAOS and GIOC agree that liability will be apportioned <br />as determined by the court. Neither PARTY shall request a jury apportionment. <br />3.24 Audits/Inspections. SAOS agrees to permit GIOC's authorized representative <br />(including auditors from a private auditing firm hired by GIOC) access during normal working <br />hours to all books, accounts, records, reports, files, financial records, supporting documentation, <br />including payroll and accounts payable/receivable records, and other papers or property of SAOS <br />for the purpose of auditing or inspecting any aspect of performance under this CONTRACT. The <br />inspection and/or audit will be confined to those matters connected to the performance of the <br />2807/099999 2489 <br />11276904.2 a10/31/19 -22- <br />