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promotion, termination or other employment related activities or any services provided under this <br />Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all <br />applicable federal, state and local laws and regulations. <br />14. JURISDICTION - VENUE <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further agree <br />that Orange County, California, shall be the venue for any action or proceeding that may be <br />brought or arise out of, in connection with or by reason of this Agreement. <br />15. PROFESSIONAL LICENSES <br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder <br />and required by the laws and regulations of the United States, the State of California, the City of <br />Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and <br />in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and <br />exemptions. Said inability shall be cause for termination of this Agreement. <br />16. 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, and shall <br />indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages <br />to City in the event that such authority or power is not, in fact, held by the signatory or is <br />withdrawn, <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br />[signature page to follow] <br />