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County of Orange <br />OC Community Resources <br />Page 9 of 42 City of Santa Ana <br />Contract No.:MA-012-22010003 <br /> <br />or statutes, including the Occupational Safety and Health Act (OSHA) and the California <br />Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law. <br /> <br />H. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided <br />in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or <br />copyrighted materials in the performance of this Contract. Contractor warrants that any software <br />as modified through services provided hereunder will not infringe upon or violate any patent, <br />proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance <br />with the more specific requirement contained in Paragraph Z below, it shall indemnify, defend <br />and hold County and County Indemnitees harmless from any and all such claims and be <br />responsible for payment of all costs, damages, penalties and expenses related to or arising from <br />such claim(s), including, costs and expenses but not including attorney’s fees. <br /> <br />I. Assignment: The terms, covenants, and conditions contained herein shall apply to and bind the <br />heirs, successors, executors, administrators and assigns of the Parties. Furthermore, neither the <br />performance of this Contract nor any portion thereof may be assigned by Contractor without the <br />express written consent of County. Any attempt by Contractor to assign the performance or any <br />portion thereof of this Contract without the express written consent of County shall be invalid and <br />shall constitute a breach of this Contract. <br /> <br />J. Non-Discrimination: In the performance of this Contract, Contractor agrees that it will comply <br />with the requirements of Section 1735 of the California Labor Code and not engage nor permit <br />any subcontractors to engage in discrimination in employment of persons because of the race, <br />religious creed, color, national origin, ancestry, physical disability, mental disability, medical <br />condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this <br />provision shall subject Contractor to penalties pursuant to Section 1741 of the California Labor <br />Code. <br /> <br />K. Termination: In addition to any other remedies or rights it may have by law, County has the right <br />to immediately terminate this Contract without penalty, cost, expense or liability of any kind <br />(1) for cause (“Termination for Cause”, as defined below), or (2) after 30 days’ written notice <br />without cause. Exercise by County of its right to terminate the Contract for cause or without cause <br />shall relieve County of all further compensation, obligation, cost, expense or liability of any kind. <br /> <br />1. Termination for Cause. Termination for Cause shall mean the County’s termination of the <br />Contract in the event of: <br /> <br />i. A violation of the law or failure to comply in a timely manner with any condition of this <br />Contract; <br />ii. Inadequate program performance; <br />iii. Failure to comply with reporting requirements; <br />iv. Evidence that Contractor is in such an unsatisfactory financial condition, as determined by <br />County, as to endanger performance of this Contract, including the loss of other funding <br />sources; <br />v. Delinquency in payment of taxes or the costs of performance of this Contract in the <br />ordinary course of business;