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c. Material Breach: If the Director determines the Contractor has failed in the
<br />performance of the duties and/or schedule as provided herein, the Director may consider
<br />the Contractor in material breach. City may exercise all remedies in law or equity for
<br />said breach including, but not limited to: 1) withholding all or a portion of payment owed
<br />relative to any such failure to perform or for any delay in performance, or 2) directing the
<br />work be accomplished by either City employees or a new contractor at Contractor's
<br />expense, as determined by the Director. Contractor shall be responsible for all costs
<br />resulting from any breach, including incidental and consequential damages.
<br />13. DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex,
<br />marital status, sexual orientation, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, in recruitment, selection, training, utilization,
<br />promotion, termination or any other employment related activity. Contractor affirms that
<br />it is an equal opportunity employer and shall comply with all applicable federal, state and
<br />local laws and regulations.
<br />14. JURISDICTION - VENUE
<br />This Agreement and all questions relating to its validity, interpretation,
<br />performance, and enforcement shall be governed and construed in accordance with the
<br />laws of the State of California. This Agreement has been executed and delivered in the
<br />State of California and the validity, interpretation, performance, and enforcement of any
<br />of the clauses of this Agreement shall be determined and governed by the laws of the
<br />State of California. Both parties further agree that Orange County, California, shall be
<br />the venue for any action or proceeding that may be brought by the parties hereto or arises
<br />out of, or in connection with or by reason of this Agreement.
<br />15. PROFESSIONAL LICENSES
<br />Contractor shall, throughout the term of this Agreement, maintain all necessary
<br />licenses, permits, approvals, waivers, and exemptions necessary for the provision of the
<br />services hereunder and required by the laws and regulations of the United States, the
<br />State of California, the City of Santa Ana and all other governmental agencies.
<br />Contractor shall notify the City immediately and in writing of its inability to obtain or
<br />maintain such permits, licenses, approvals, waivers, and exemptions. Said inability may,
<br />at the City's discretion, be cause for termination of this Agreement.
<br />16. MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature hereinbelow has the
<br />power, authority and right to bind their respective parties to each of the terns of this
<br />Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees,
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