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A. Payment need not be made for work which fails to meet the standard of performance
<br />specified in the Recitals of this Agreement and in the Specifications, Exhibit "A" hereto.
<br />B. 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
<br />owed relative to any such failure to perform or for any delay in performance, and 2)
<br />directing the work be accomplished by either City employees or a new contractor at
<br />Contractor's expense, as determined by the Director. Contractor shall be responsible
<br />for all costs resulting from any breach, including incidental and consequential damages
<br />In the event of a material breach, which remains uncured after five (5) days notice to
<br />contractor, City may terminate this agreement upon thirty (30) days written notice of
<br />termination.
<br />14. DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in recruitment, selection, training, utilization, promotion, termination or any
<br />other employment related activity. Contractor affirms that it is an equal opportunity employer
<br />and shall comply with all applicable federal, state and local laws and regulations.
<br />15. JURISDICTION - VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity,
<br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
<br />determined and governed by the laws of the State of California. Both parties further agree that
<br />Orange County, California, shall be the venue for any action or proceeding that may be brought
<br />by the parties hereto or arises out of, or in connection with or by reason of this Agreement.
<br />16. PROFESSIONAL LICENSES
<br />Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services
<br />hereunder and required by the laws and regulations of the United States, the State of California,
<br />the City of Santa Ana and all other governmental agencies. Contractor shall notify the City
<br />immediately and in writing of its inability to obtain or maintain such permits, licenses,
<br />approvals, waivers, and exemptions. Said inability may, at the City's discretion, be cause for
<br />termination of this Agreement.
<br />17. MISCELLANEOUS PROVISIONS
<br />A Each undersigned represents and warrants that its signature herein below has the power,
<br />authority and right to bind their respective parties to each of the terms of this Agreement,
<br />and shall indemnify City fully, including reasonable costs and attorney's fees, for any
<br />injuries or damages to City in the event that such authority or power is not, in fact, held by
<br />the signatory or is withdrawn.
<br />66
<br />19C-74
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