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portion of payment owed relative to any such failure to perform or for any delay in performance, and
<br />2) directing the work be accomplished by either City employees or another contractor at Contractor's
<br />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 prohibited 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 employer and shall comply with all
<br />applicable federal, state and local laws and regulations.
<br />15. 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 further 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 governmental 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 />17. 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 City in
<br />the event that such authority or power is not, in fact, held by the signatory 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.
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