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County ofOrungc, OC Public Wmke AlR d90- I5dYlYpg <br />Onlredstorm Weise too. <br />where any provision hereof is validly asserted as a defense, each party shall bear its own attorney's <br />fees, costs and expenses, <br />43. Interpretation: This Contract has been negotiated at arm's ImA and between persons sophisticated <br />and knowledgeable, in the matters dealt with in this ComraeG In addition, each Party has been <br />represented by experienced and knowledgeable independent legal counsel of their own choosing, or <br />Ins knowingly declined to seek such counsel despite being encouraged and given the opportunity to <br />do so. Each Patty further ackoowladges that they have not been influenced to say extent whatsoever <br />in "muting this Commit by any other Party hereto or by any person rapreamdng them, a both. <br />Accordingly, any .rule of law (Including California Civil Code Section {654) or legal decision that <br />would require Interpretation of any ambiguities in this Contract against the Patty that has drafted it is <br />not applicable and is waive!, The provisions of this Contract shall be interpreted in a reasonable <br />manner to effect the purpose of the Parties and this Contract. <br />44. Authority: The Parties to this Contract represent and warrant that this Contract has been dis(y <br />authorized and executed and constitutes the legally binding obligation of their respective organization <br />or entity, enforceable in accordance with its terms. <br />45. Employee Eligibility Verification: The Contractor wa cram; that it fblly complecs with all Federal <br />and State statutes and regulations regarding the creptoymeat of aliens and others and that all its <br />employees performing work under this Contract meet the cidzmahip or alien status mquimment set <br />forth in Federal statues and regulations. The Contractor shall obtain, there all employes performing <br />work hereunder, all verification and other documentation of employment eligibility states required by <br />Federal or Stare stamtea and regulators including, but net handrail to, the Immigration Reform and <br />Control Act of 1986, 8 U.S.C. $1324 at seq., as they currently exist and as they may be homelier <br />amended. The Contractor shall retain all such documentarian for all covered employees Inc the <br />period prescribed by the law. The Contractor shall Indetonifv, defend with counsel approved in <br />willing by County, and hold haopiass, the County, its agents, offtews, and employees from employer <br />sanctions and any other liability which may be assessed against the Contrae6nr or the County or both <br />In connection with any alleged violation of any Federal a State statutes or regulations pertaining to <br />the eiigibihty for employment of airy persons perfurming workuader this Contract <br />46, fndemnifleadom Contractor aloma to indemnify, dafand with cormcl approved In wilting by <br />County, and hold County, Its elected and appointed officials, officers, employees, abets and those <br />special districts and agencies which County's Board of Supervisors acts as the governing Board <br />("County Tndemnitma I harmless from any claims, demands or liability of any kind or nature; <br />Including but not limited to personal igjury or property damage, arising from or related to the <br />sciv, ees, products or other performance provided by Cor mentor pursuant to this Contract. Ifjudgment <br />is entered against Connector and County by a court Of competent jurisdiction because of the <br />conenm nt active, negligence of County or County Indemnftees, Contractor and County agree that <br />Nabflity will be apportimad as detarminad by the comt. Neither party shall request a jury <br />apportionment <br />47. Usage: No guarantee is given by the County to the Contractor regarding usage of this Contract, <br />Usage figures, if provided, am approximate, based upon the last usage. The Contractor agrees to <br />supply services and /or commodities roupmosted, as needed by the County, at prom listed in the <br />Contract, regardless of quantity requested, Orders may be placed against this contract at the <br />convenience of the using agemytdepartm int <br />48. Auddellosp actions: Contractor agrees to permit the County's Auditor,Controller or the Auditor - <br />Controller's authorized representative (including auditors from a private auditing firm hired by the <br />P08019 Page <br />10 of" <br />16 <br />