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any damages paid by or loss incurred by the state due to such breach.
<br /> (b) In the event that any breach of any of the provisions of this Agreement by the Contractor shall result in the
<br /> failure of Project Funds to be used pursuant to the provisions of ARRA, or if such breach shall result in an
<br /> obligation on the part of the State Water Board or ABAG to reimburse the federal government, the Contractor
<br /> shall immediately pay the State Water Board or ABAG, as the case may be, in an amount equal to any damages
<br /> paid by or loss incurred due to such breach.
<br /> 4.8 Disputes.
<br /> (a) Any dispute arising under this Agreement which is not otherwise disposed of by agreement shall be decided
<br /> by the Division Deputy Director, or his or her authorized representative. The decision shall be reduced to
<br /> writing and a copy thereof furnished to the Contractor and to the State Water Board's Executive Director. The
<br /> decision of the Division shall be final and conclusive unless, within thirty (30) calendar days after mailing of
<br /> the Division decision to the Contractor, the Contractor mails or otherwise furnishes a written appeal of the
<br /> decision to the State Water Board's Executive Director. The decision of the State Water Board's Executive
<br /> Director shall be final and conclusive unless determined by a court of competent jurisdiction to have been
<br /> fraudulent, or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not supported
<br /> by substantial evidence. In connection with any appeal under this clause, the Contractor shall he afforded an
<br /> opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute
<br /> hereunder, the Contractor shall continue to fulfill and comply with all the terms, provisions, commitments, and
<br /> requirements of this Agreement.
<br /> (b) This clause does not preclude consideration of legal questions, provided that nothing herein shall be
<br /> construed to make final the decision of the State Water Board, or any official or representative thereof, on any
<br /> question of law.
<br /> (c) The Contractor shall continue with the responsibilities under this Agreement during any dispute.
<br /> 4.9 Governing Law.
<br /> This Agreement is governed by and shall be interpreted in accordance with the laws of the State of California.
<br /> 4.10 [not applicable]
<br /> 4.11 Independent Actor.
<br /> The Contractor, and its agents and employees, if any, in the performance of this Agreement, shall act in an
<br /> independent capacity and not as officers, employees or agents of the State Water Board or ABAG.
<br /> 4.12 Non - Discrimination Clause.
<br /> (a) During the performance of this Agreement, Contractor and its contractors and subcontractors shall not
<br /> unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment
<br /> because of sex, race, color, ancestry, religious creed, national origin, sexual orientation, physical disability
<br /> (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital status, and
<br /> denial of family care leave.
<br /> (b) The Contractor, its contractors, and subcontractors shall ensure that the evaluation and treatment of their
<br /> etployees and applicants for employment are free from such discrimination and harassment.
<br /> (c) The Contractor, its contractors, and subcontractors shall comply with the provisions of the Fair Employment
<br /> and Housing Act (Gov. Code, § 12990 (a -f) et seq.) and the applicable regulations promulgated thereunder
<br /> (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair
<br /> Employment and Housing Commission implementing Government Code Section 12990 (a -f), set forth in
<br /> Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement
<br /> by reference and made a part hereof as if set forth in full.
<br /> (d) The Contractor, its contractors, and subcontractors shall give written notice of their obligations under this
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