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County of Orange MA-299-12010448
<br />Light Duty Vehicle Maintenance & Repair Services for OC Waste & Recycling City of Santa Ana
<br />27. Warranty: Contractor expressly warrants that the goods/services covered by this Contract
<br />are 1) free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for
<br />which they are used, and 3) fit for the particular purpose for which they are intended.
<br />Accep ,Vnce of this order shall constitute an agreement upon Contractor's part to indemnify,
<br />d and hold County and its indemnities as identified in Article 36, Indemnification, and
<br />as more fully described in Article 36, harmless from liability, loss, damage and expense,
<br />i t t incurred or sustained by County by reason of the failure of
<br />the goods/services to conform to such warranties, faulty work performance, negligent or
<br />unlawful acts, and non-compliance with any applicable state or federal codes, ordinances,
<br />orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the
<br />.California Industrial Safety Act. Such remedies shall be in addition to any other remedies
<br />provided by law.
<br />28. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly
<br />provided in this Contract, Contractor shall be solely responsible for clearing the right to use
<br />any patented or copyrighted materials in the performance of this Contract. Contractor
<br />warrants that any software as modified through services provided hereunder will not infringe
<br />upon or violate any patent, proprietary right, or trade secret right of any third party.
<br />Contractor agrees that, in accordance with the more specific requirement contained in Article
<br />36, Indemnification, it shall indemnify, defend and hold County and County Indemnities
<br />harmless from any and all such claims and be responsible for payment of all costs, damages,
<br />penalties and expenses related to or arising from such claim(s), including, but not limited to,
<br />attorney's fees, costs and expenses.
<br />29. Assignment or Subcontracting: The terms, covenants, and conditions contained herein
<br />shall apply to and bind the heirs, successors, executors, administrators and assigns of the
<br />parties. Furthermore, neither the performance of this Contract nor any portion thereof may be
<br />assigned or subcontracted by Contractor without the express written consent of County. Any
<br />attempt by Contractor to assign or sub-contract the performance or any portion thereof of this
<br />Contract without the express written consent of County shall be invalid and shall constitute a
<br />breach of this Contract.
<br />30. Non-Discrimination: In the performance of this Contract, Contractor agrees that it will
<br />comply with the requirements of Section 1735 of the California Labor Code and not engage
<br />nor permit any subcontractors to engage in discrimination in employment of persons because
<br />of the race, religious creed, color, national origin, ancestry, physical disability, mental
<br />disability, medical condition, marital status, or sex of such persons. Contractor acknowledges
<br />that a violation of this provision shall subject Contractor to all the penalties imposed for a
<br />violation of Anti-Discrimination Law or regulation, including but not limited to, Section 1720
<br />et set,. of the California Labor Code.
<br />31. Termination: In addition to an other remedies or rights it may have by law and those set
<br />P //?t : r" mk . ??
<br />forth in this Contract, , aA49 - to terminate this Contract without penalty
<br />immediately with cause or after 30 days' written notice without cause, unless otherwise
<br />specified. Cause shall be defined as any breach of Contract, any misrepresentation or fraud
<br />on the part of the Contractor. Exercise by County of its right to terminate the Contract shall
<br />relieve County of all further obligations.
<br />32. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed
<br />waived and no breach excused, unless such waiver or consent shall be in writing and signed
<br />by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of,
<br />a breach by the other, whether express or implied, shall not constitute consent to, waiver of,
<br />or excuse for any other different or subsequent breach.
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