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13. DISCRIMINATION VENDOR shall not discriminate because of race, colcr, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disal:ihty, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. VENDOR affinus that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws, nd regulations. 14. JURISDICTION -VENUE This AGREEMENT has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any cf the clauses of this AGREEMENT shall be determined and governed by the laws of the State of California. Both PARTIES further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this AGREEMENT. 15. PROFESSIONAL -LICENSES VENDOR shall, throughout the term of this AGREEMENT, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. VENDOR shall notify CITY immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this AGREEMENT. 16. MISCELLANEOUS - PROVISIONS a. Each undersigned represents and wnnants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the Terms of this AGREEMENT, and shall indemnify CITY fully, including reasonable costs and aticrney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement, c. This AGREEMENT must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachnx;nt, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. {Signatures on following page} M