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County of Orange, OCPaGRa Works MA•OB0.75011148 <br />IlaiMdS'rarNS Ware, M4 <br />whom any provision hssuof Is validly asserted as a defense, each Party shall bear its own utetuey'a <br />fl as, costs and expenses. <br />43. tnrerptatatsan: This Contract has been negodowd at arm's length andhetween persons sophisticated <br />and knoveledgeable in the mallets dealt with be ilia Contact, In addition, each Party has teen <br />aeprasamed by exporionced and )mowledgeabla independent legal eotmml of their awn of eoahtg, or <br />bas loaowingly declined to seek sucb counsel despite being encouraged and given tbo Opportunity to <br />do an. Fuh Party further nokoowledycs that they bayonet born Influenced to any exteusf whatsaavnr <br />in executing this Contract by any other Party berelo ar by any parson representing them, or bath. <br />,Accordingly, say rule of law (Including California Civil Conde Section 4654) or legal decision that <br />would require interpretation of any Ambiguities in this Contract against the Party that has drafted it is <br />not appiieablo and is waived, The provisions of thts Contract shall be What mtad in it rarsouabla <br />manner to atfeot de purpose of the Parties and thla Contract. <br />44. Authority; The Parties to this Contract represent and warrant that this Contract bas been duly <br />Authorized and exeautedand constitutes the legally binding obligatlon of their respective organization <br />or entity, enforceable in anonrdanaewith its terms. <br />45. ImiplayaeEligibility Varlf nfloar The Coatmetor wm'ranm that It fhgy complies with all Federal <br />and state statutes and regulations regarding the employment of citrus mid others and the all its <br />employees performing wad, under this Contract moat the eidzenship or Allen status requirement set <br />forth in Federal somas and wicuaklons. Thu Contractor shalt obtain, from all employees perforating <br />work hemunda, all verification and other dommenratlon of employment eligibility slams regaled by <br />Fedntid or Stara statutes and rophadow Including, but not limited m, the Immigration Reform And <br />Control Act of 1986, 8 Il.S.O. §1324 at seq, as [hay currently exist and as they may be hereafter <br />amended. The Contmobur shall retain all Bach dicumentadan fe all coveted employeea for the <br />period presnrl6ed by the law. The Contractor shall Indemnify, defend with counsel Approved in <br />writing by County, and hold harmless, the County, its agents, ofAcem, and employees firm employe <br />sanctions and any Other liability which may be ououed agamot the Contractor or the County or both <br />la aonraedon with any alleged violation of soy, Pedaml or State statutes or reaulations pertaining to <br />the aligindity for employment of Any persons performing work under this Contrast <br />46, fudtmutitaatlon: Contractor milmos to hadrmnlly, dofond with couruel approved in writing by <br />County, and hold County, Its elected and appointed officials, officarn, employees, agents sad these <br />Venial districts Ind agencies wbiab Comedy's farad of Supervises ache as the governing Hoard <br />(" Cawdy hatemnttoes") harmless Anna any claims, demands or liability of any kind or nature, <br />Including but not limited to personal Iriiury or property damage, arising from at mitred to the <br />servhA4 products or other performance provided by Contractor pursuant to this Conimot if judgmont <br />in entered agafnat Contractor and County by a court of competent jorisdiotian because of the <br />concurrent active neal)genee of County or County Indemeltees, Contractor anti County agree that <br />liability will be apportioned As determined by the Ann& Neither party shall regmst a Jury <br />appnrtlnwAtut <br />47. U sage: No guarantee is given by the Cormty to the Contractor regarding usAge of this Conh'act. <br />Usage figume, if provided, are approximate, bused upon the lawt usage. The Contractor agrees to <br />supply services and /or commodldoa requested, as needed by the County, at prices listed in the <br />Contract, regardlese of quenthy requested. Orders may be placed against this contract at the <br />000vnn{snce of live using ngeacy /dopertmeat <br />48. Audits7fnspundoaa: Contractor agrees to permit the County's Auditor - Controller or the Auditor - <br />Controller's Authorized representative (including auditors from a private auditing firm Wood by the <br />POOO19 Page <br />r00po <br />10 <br />25C -20 <br />