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or statutes, including the Occupational Safety and Health Act (OSHA) and the California <br />Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law. <br />H.Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided <br />in this Contract, Subrecipient shall be solely responsible for clearing the right to use any patented <br />or copyrighted materials in the performance of this Contract. Subrecipient warrants that any <br />software as modified through services provided hereunder will not infringe upon or violate any <br />patent, proprietary right, or trade secret right of any third party. Subrecipient agrees that, in <br />accordance with the more specific requirement contained in Paragraph Z below, it shall <br />indemnify, defend and hold County and County Indemnitees harmless from any and all such <br />claims and be responsible for payment of all costs, damages, penalties and expenses related to or <br />arising from such claim(s), including, costs and expenses but not including attorney's fees. <br />I.Assignment: The terms, covenants, and conditions contained herein shall apply to and bind the <br />heirs, successors, executors, administrators and assigns of the Parties. Furthermore, neither the <br />performance of this Contract nor any portion thereof may be assigned by Subrecipient without the <br />express written consent of County. Any attempt by Subrecipient to assign the performance or any <br />portion thereof of this Contract without the express written consent of County shall be invalid and <br />shall constitute a breach of this Contract. <br />J.Non-Discrimination: In the performance of this Contract, Subrecipient agrees that it will comply <br />with the requirements of Section 1735 of the California Labor Code and not engage nor permit <br />any subcontractors to engage in discrimination in employment of persons because of the race, <br />religious creed, color, national origin, ancestry, physical disability, mental disability, medical <br />condition, marital status, or sex of such persons. Subrecipient acknowledges that a violation of <br />this provision shall subject Subrecipient to penalties pursuant to Section 1741 of the California <br />Labor Code. <br />K.Termination: In addition to any other remedies or rights it may have by law, County has the <br />right to immediately terminate this Contract without penalty, cost, expense or liability of any kind <br />(1)for cause ("Termination for Cause", as defined below), or (2) after 30 days' written notice <br />without cause. Exercise by County of its right to terminate the Contract for cause or without cause <br />shall relieve County of all further compensation, obligation, cost, expense or liability of any kind. <br />1.Te rmination for Cause. Termination for Cause shall mean the County's termination of the <br />Contract in the event of: <br />1.A violation of the law or failure to comply in a timely manner with any condition of this <br />Contract; <br />11.Inadequate program performance;111. Failure to comply with reporting requirements; <br />1v. Evidence that Subrecipient is in such an unsatisfactory financial condition, as determined <br />by County, as to endanger performance of this Contract, including the loss of other funding <br />sources; <br />v.Delinquency in payment of taxes or the costs of performance of this Contract in the <br />ordinary course of business;County of Orange OC Community Resources Page 9 of 43 City of Santa Ana Contract No.:MA-012-20011850 <br />EXHIBIT 2