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18. NON-DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information,
<br />or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or
<br />other employment related activities or any services provided under this Agreement. Contractor affirms
<br />that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws
<br />and regulations.
<br />19. JURISDICTION -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 determined
<br />and governed by the laws of the State of California. Both parties further agree that Orange County,
<br />California, shall be the venue for any action or proceeding that may be brought or arise out of, in
<br />connection with or by reason of this Agreement.
<br />20. 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 and
<br />required by the laws and regulations of the United States, the State of California, the City of Santa Ana
<br />and all other governmental agencies. Contractor shall notify the City immediately and in writing of its
<br />inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability
<br />shall be cause for termination of this Agreement.
<br />21. 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,
<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
<br />by the signatory or is withdrawn.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 />C. In the event of any conflict or inconsistency between the terms and conditions in this
<br />Agreement and any terms or conditions set forth in any Exhibit, purchase order, or other
<br />document relating to the transactions contemplated by this Agreement, the terms and
<br />conditions set forth in this Agreement shall prevail.
<br />d. This Agreement is the final and complete agreement and any prior or contemporaneous
<br />agreement(s) for similar services between the parties is superseded by this Agreement.
<br />[signatures on next page)
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