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expense, as determined by the Director. Contractor shall be responsible for all costs resulting from
<br /> breach, including incidental and consequential damages. In the event of a material breach, which
<br /> remains uncured after five (5) days notice to Contractor, City may terminate this Agreement upon
<br /> thirty (30) days written notice of termination.
<br /> 14. DISCRIMINATION
<br /> Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
<br /> sexual orientation, age, national origin, ancestry, or disability, as defined and pzohibited by applicable
<br /> law, in the recruitment, selection, training, utilization, promotion, termination or other employment
<br /> related activities. Contractor affirms that it is an equal opportunity employez• and shall comply with all
<br /> applicable federal, state and local laws and regulations.
<br /> I5. JURISDICTION -VENUE
<br /> This Agreement has been executed and delivered in the State of California and the validity,
<br /> interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
<br /> determined and governed by the laws of the State of California. Both parties fiuther agree that Orange
<br /> County, California, shall be the venue for any action or proceeding that may be brought or arise out of,
<br /> in connection with or by reason of this Agreement.
<br /> 16. 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 hereunder and
<br /> required by the laws and regulations of the United States, the State of California, the City of Santa Ana
<br /> and all other goverzzmental agencies. Contractor shall notify the City immediately and in writing of
<br /> her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said
<br /> inability shall be cause for termination of this Agreement.
<br /> 1'16. 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 terns of this Agreement, and shall
<br /> indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in
<br /> the event that such authority or power is not, in fact, held by the signatozy or is withdrawn.
<br /> b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in
<br /> the body of this Agreement.
<br /> IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
<br /> above written.
<br /> CITY OF SANTA ANA
<br /> ATTEST:
<br />
<br /> MARIA D. HUIZAR DAVID N. REAM
<br />
<br /> Clerk of the Council City Manager
<br /> 25C-10
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