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c. Material Breach. If the Director determines Contractor has failed in the performance of
<br />the duties and/or schedule as provided herein for a period of 15 cumulative days, the Director may
<br />consider Contractor in material breach. City may exercise all remedies in law or equity for said
<br />breach, including but not limited to: 1) termination of this contract effective 15 days after nc6ce of
<br />such breach is placed in the U.S. Mail, and/or 2) withholding all or a portion of payment owed
<br />relative to any such failure to perform or delay in performance, and/or 3) directing the work be
<br />accomplished by either City personnel or another contractor at Contractor's expense, as determined
<br />by the Executive Director. Contractor shall be responsible for all costs resulting from any breach,
<br />including incidental and consequential damages.
<br />14. 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 by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />employment related activities. Contractor affirms that it is an equal opportunity employer and
<br />shall comply with all 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
<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 be
<br />brought or arise out of, 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
<br />and required by the laws and regulations of the United States, the State of California, the City of
<br />Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and
<br />in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
<br />exemptions. Said 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
<br />City in 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
<br />forth in the body of this Agreement.
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<br />25C-10
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