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packing, handling, insurance, and other services associated with delivery of all products deemed
<br />necessary under this Contract.
<br />V. SEVERABILITY: If any term, covenant, condition or provision of this Contract is held by a court
<br />of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions
<br />hereof shall remain in full force and effect and shall in no way be affected, impaired or
<br />invalidated thereby.
<br />W. ATTORNEY FEES: In any action or proceeding to enforce or interpret any provision of this
<br />Contract, each party shall bear their own attorney's fees, costs and expenses.
<br />X. INTERPRETATION: This Contract has been negotiated at arm's length and between persons
<br />sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each
<br />party had been represented by experienced and knowledgeable independent legal counsel of their
<br />own choosing or has knowingly declined to seek such counsel despite being encouraged and
<br />given the opportunity to do so. Each party further acknowledges that they have not been
<br />influenced to any extent whatsoever in executing this Contract by any other party hereto or by
<br />any person representing them, or both. Accordingly, any rule or law (including California Civil
<br />Code Section 1654) or legal decision that would require interpretation of any ambiguities in this
<br />Contract against the party that has drafted it is not applicable and is waived. The provisions of
<br />this Contract shall be interpreted in a reasonable manner to affect the purpose of the parties and
<br />this Contract.
<br />Y. EMPLOYEE ELIGIBILITY VERIFICATION: Contractor 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. The Contractor shall obtain, from all
<br />employees performing work hereunder, all verification and other documentation of employment
<br />eligibility status required by Federal or State statutes and regulations including, but not limited to,
<br />the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist
<br />and as they may be hereafter amended. The Contractor shall retain all such documentation for all
<br />covered employees for the period prescribed by the law. The Contractor shall indemnify, defend
<br />with counsel approved in writing by County, and hold harmless, the County, its agents, officers,
<br />and employees from employer sanctions and any other liability which may be assessed against the
<br />Contractor or the County or both in connection with any alleged violation of any Federal or State
<br />statutes or regulations pertaining to the eligibility for employment of any persons performing
<br />work under this Contract.
<br />Z. INDEMNIFICATION PROVISIONS: Contractor agrees to indemnify, defend with counsel approved
<br />in writing by County, and hold County, its elected and appointed officials, officers, employees,
<br />agents and those special districts and agencies which County's Board of Supervisors acts as the
<br />governing Board ("County Indemnitees") harmless from any claims, demands or liability of any
<br />kind or nature, including but not limited to personal injury or property damage, arising from or
<br />related to the services, products or other performance provided by Contractor pursuant to this
<br />Contract. If judgment is entered against Contractor and County by a court of competent
<br />jurisdiction because of the concurrent active negligence of County or County Indemnitees,
<br />Contractor and County agree that liability will be apportioned as determined by the court.
<br />Neither party shall request a jury apportionment.
<br />AA. AuDITSANSPECTIONS: Contractor agrees to permit the County's Auditor -Controller or the
<br />Auditor -Controller's authorized representative (including auditors from a private auditing firm
<br />hired by the County) access during normal working hours to all books, accounts, records, reports,
<br />files, financial records, supporting documentation, including payroll and accounts
<br />payable/receivable records, and other papers or property of Contractor for the purpose of auditing
<br />or inspecting any aspect of performance under this Contract. The inspection and/or audit will be
<br />confined to those matters connected with the performance of the Contract including, but not
<br />limited to, the costs of administering the Contract. The County will provide reasonable notice of
<br />such an audit or inspection.
<br />County of Orange Page 7 of 25 RCA-017-22010155
<br />County Procurement Office File No. 2267902
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