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14. TERMINATION
<br />If, at any time during the term of this Agreement, CITY determines that AUDITOR is not faithfully
<br />abiding by any term or condition contained herein, CITY may notify AUDITOR in writing of such defect or
<br />failure to perform; which notice must give AUDITOR a ten (10) -day notice of time thereafter in which to perform
<br />said work or cure the deficiency. If AUDITOR has not performed the work or cured the deficiency within the ten
<br />(10) days specified in the notice, such shall constitute a breach of this Agreement and CITY may terminate this
<br />Agreement immediately by written notice to the AUDITOR to said effect. Thereafter, neither party shall have
<br />any further duties, obligations, responsibilities or rights under this Agreement except, however, any and all
<br />obligations of AUDITOR'S surety shall remain in full force and effect, and shall not be extinguished, reduced, or
<br />in any manner waived by the termination hereof. In said event, AUDITOR shall be entitled to the reasonable
<br />value of its services performed from the beginning of the period in which the breach occurs up to the day it
<br />received CITY'S Notice of Termination, less any offset from such payment representing the CITY'S damages
<br />from such breach. CITY reserves the right to delay any such payment until completion or confirmed
<br />abandonment of the project, as may be determined in the CITY'S sole discretion, so as to permit a full and
<br />complete accounting of costs. hi no event, however, shall AUDITOR be entitled to receive in excess of the
<br />compensation quoted in its bid
<br />15. ATTORNEYSFEES
<br />In the event an action is commenced by either party to enforce any rights under this Agreement, the
<br />prevailing party shall be entitled to recover reasonable attorney's fees and court costs, in addition to any other
<br />relief granted by the Court.
<br />16. DISCRIMINATION
<br />AUDITOR shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities.
<br />AUDITOR affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and
<br />local laws and regulations.
<br />17. JURISDICTION - VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity, interpretation,
<br />performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the
<br />laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for
<br />any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
<br />18. PROFESSIONAL LICENSES
<br />AUDITOR shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
<br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws
<br />and regulations of the United States, the State of California, the City of Santa Ana and all other governmental
<br />agencies. AUDITOR shall notify the CITY immediately and in writing of its inability to obtain or maintain such
<br />permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this
<br />Agreement.
<br />19. MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and
<br />right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully,
<br />including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such
<br />authority or power is not, in fact, held by the signatory or is withdrawn.
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