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17. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the City and any such assignment, transfer, <br />delegation or subcontract without the City's prior written consent shall be considered <br />null and void. Nothing in this Agreement shall be construed to limit the City's ability <br />to have any of the services which are the subject to this Agreement performed by City <br />personnel or by other consultants retained by City. <br />18. 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 <br />this Agreement shall be determined and governed by the laws of the State of California. <br />Both parties further agree that Orange County, California, shall be the venue for any <br />action or proceeding that may be brought or arise out of, in connection with or by <br />reason of this Agreement. <br />19. FINES <br />The Consultant shall be liable for all violation fines levied against the City by federal, <br />state, or local agencies with regulatory authority related to Consultant provided services. <br />20. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has <br />the power, authority and right to bind their respective parties to each ofthe terms <br />of this Agreement, and shall indemnify City fully, including reasonable costs and <br />attorney's fees, for any injuries or damages to City in the event that such authority <br />or power is not, in fact, held by the signatory or is withdrawn. <br />b. All Attachments referenced herein and attached hereto shall be incorporated <br />as if firlly set forth in the body of this Agreement. <br />[Signatures on the following page] <br />10 <br />