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the property of the City unless prohibited by law, and Contractor consents to the City's use thereof
<br />for such purposes as the City deems appropriate.
<br />b. Payment need not be made for work which fails to meet the standard of performance
<br />specified in the Recitals of this Agreement and in the Specifications, Exhibit "E" hereto.
<br />c. Material Breach: If the Director determines the Contractor has failed in the
<br />performance of the duties and/or schedule as provided herein, the Director may consider the
<br />Contractor in material breach. City may exercise all remedies in law or equity for said breach
<br />including, but not limited to: 1) withholding all or a portion of payment owed relative to any
<br />such failure to perform or for any delay in performance, and 2) directing the work be
<br />accomplished by either City employees or a new contractor at Contractor's expense, as
<br />determined by the Director. Contractor shall be responsible for all costs resulting from any
<br />breach, including incidental and consequential damages (see Sample Failure To Perform Letter,
<br />Exhibit " " hereto).
<br />13. DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
<br />by applicable law, in recruitment, selection, training, utilization, promotion, termination or any
<br />other employment related activity. Contractor affirms that it is an equal opportunity employer
<br />and shall comply with all applicable federal, state and local laws and regulations.
<br />14. JURISDICTION - VENUE
<br />This Agreement has been executed and delivered in the State of California and the
<br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
<br />shall be determined and governed by the laws of the State of California. Both parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may
<br />be brought by the parties hereto or arises out of, or in connection with or by reason of this
<br />Agreement.
<br />15. LICENSES & PERMITS
<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
<br />hereunder and required by the laws and regulations of the United. States, the State of California,
<br />the City of Santa Ana and all other governmental agencies. These shall include but not be
<br />limited to the following: a California State Board of Equalization Seller's Permit; City of Santa
<br />Ana Business Tax Receipt; Professional food Manager Certificate; County of Orange Heath
<br />Department Permit; and Proof of Commissary Letter. Contractor shall notify the City
<br />immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
<br />waivers, and exemptions. Saidfailure shall be cause for termination of this Agreement by the
<br />City in accordance with Section 12, above.
<br />16. MISCELLANEOUS PROVISIONS
<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, and shall
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