|
2. Payment need not be made for work which fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
<br />b. City may terminate this Agreement for Consultant's default if a federal or state proceeding for
<br />the relief of debtors is undertaken by or against Consultant, or if Consultant makes an assignment for the
<br />benefit of creditors, or if Consultant breaches any term(s) or violates any provision(s) of this Agreement
<br />and does not cure such breach or violation within ten (10) calendar days after written notice thereof by
<br />City. Consultant shall be liable for any and all reasonable costs incurred by City as a result of such
<br />default, including but not limited to reprocurement costs of the same or similar services defaulted by
<br />Consultant under this Agreement except that, Consultant shall not be liable for any costs exceeding the
<br />amount of total compensation payable under this Agreement to Consultant by the City, as identified in
<br />Exhibit C.
<br />c. If the Federal Transit Administration does not fully fund the Project, or if after
<br />commencement of said Project, funding is terminated by FTA or OCTA, City may terminate this
<br />Agreement immediately. Upon termination, City shall pay Consultant as set forth in Section 16. a.,
<br />above.
<br />16. DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities.
<br />Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal,
<br />state and local laws and regulations.
<br />17. JURISDICTION - VENUE
<br />This Agreement and all questions relating to its validity, interpretation, performance, and
<br />enforcement shall be government and construed in accordance with the laws of the State of California.
<br />This Agreement has been executed and delivered in the State of California and the validity, interpretation,
<br />performance, and enforcement of any of the clauses of this Agreement shall be determined and governed
<br />by the laws of the State of California. Both parties further agree that Orange County, California, shall be
<br />the venue for any action or proceeding that may be brought or arise out of, in connection with or by
<br />reason of this Agreement.
<br />18. PROFESSIONAL LICENSES
<br />a. Consultant 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. Consultant shall notify the City immediately and in writing of her
<br />inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability
<br />shall be cause for termination of this Agreement.
<br />b. All Consultant and sub-consultant services to be provided by Consultant pursuant to
<br />this Agreement shall be provided by personnel experienced and/or licensed in their respective
<br />fields and in a manner consistent with the standards of care and skill ordinarily exercised by
<br />professional consultants in similar circumstances in accordance with generally accepted
<br />25D-11
|