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<br /> 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.
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<br /> 14. DISCRIMINATION
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<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.
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<br /> 15. JURISDICTION - VENUE
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<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.
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<br /> 16. PROFESSIONAL LICENSES
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<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.
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<br /> 17. MISCELLANEOUS PROVISIONS
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<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 /> 62
<br /> 25H-92
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