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and costs incurred or accrued by Contractor (under the Assignment) prior to Contractor's receipt
<br />of such notice of termination. If the Agreement is terminated, Contractor shall assign its rights
<br />and obligations under the Assignment to the City and, unless Contractor is released from all
<br />subsequent liability by the landlord under the Assignment, the City shall indemnify, defend and
<br />hold Contractor harmless from any loss, claim or damage arising from any default by Lessee under
<br />the Assignment after the effective date of such assignment.
<br />16. NONDISCRIMINATION
<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 the recruitment, selection, training, utilization, promotion, termination or other
<br />employment related activities or in connection with any activities under this Agreement.
<br />Contractor affirms that it is an equal opportunity employer and shall comply with all applicable
<br />federal, state and local laws and regulations.
<br />17. GOVERNING LAW AND 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 or
<br />arise out of, in connection with or by reason of this Agreement.
<br />18. 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 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. Contractor 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 />19. MISCELLANEOUS PROVISIONS
<br />a. Each person signing this Agreement on behalf of Contractor represents and
<br />warrants that its signature herein below has the power, authority and right to bind
<br />Contractor to each of the terms of this Agreement and shall indemnify City fully,
<br />including reasonable costs and attorney's fees, for any injuries or damages to City
<br />in the event that such authority or power is not, in fact, held by the signatory or is
<br />withdrawn. Each person signing this Agreement on behalf of City represents and
<br />warrants that its signature herein below has the power, authority and right to bind
<br />the City to each of the terms of this Agreement and shall indemnify Contractor
<br />fully, including reasonable costs and attorney's fees, for any injuries or damages to
<br />Contractor in the event that such authority or power is not, in fact, held by the
<br />signatory or is withdrawn.
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