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<br /> limited to: 1) withholding all or a portion of payment owed relative to any such failure to perform
<br /> or for any delay in performance, and 2) directing the work be accomplished by either City
<br /> employees or another contractor at Contractor's expense, as determined by the Executive
<br /> Director. Contractor shall be responsible for all costs resulting from breach, including incidental
<br /> and consequential damages. In the event of a material breach, which remains uncured after five
<br /> (5) days notice to Contractor, City may terminate this Agreement upon thirty (30) days written
<br /> notice of termination.
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<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.
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<br /> 15. JURISDICTION - VENUE
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<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
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<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 her 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
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<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 /> 251-16
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