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compensation for all services performed by Contractor prior to receipt of such notice of termination,
<br />subject to the following conditions:
<br />a. Payment need not be made for work which fails to meet the standard of performance
<br />specified in the Specifications set forth in Exhibit A.
<br />b. Material Breach. If the Director determines Contractor has failed in the performance
<br />of the duties and/or schedule as provided herein, the Director may consider Contractor in material
<br />breach. City may exercise all remedies in law or equity for said breach, including but not limited to:
<br />1) withholding all or a portion of payment owed relative to any such failure to perform or delay in
<br />Performance, and 2) directing the work be accomplished by either City personnel or another
<br />contractor at Contractor's expense, as determined by the Executive Director. Contractor shall be
<br />responsible for all costs resulting from any breach, including incidental and consequential damages.
<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 the recruitment, selection, training, utilization, promotion, termination or
<br />other employment related activities. 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 or arise out of, in connection with or by reason of this Agreement.
<br />15. PROFESSIONAL LICENSES
<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. 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. Said inability shall be cause for termination of this Agreement.
<br />16. MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature hereinbelow has the power,
<br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall
<br />indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
<br />City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
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