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<br /> Page 9 of 10 <br /> <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 /> <br />17. GOVERNING LAW AND VENUE <br /> <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 /> <br />18. PROFESSIONAL LICENSES <br /> <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 /> <br />19. MISCELLANEOUS PROVISIONS <br /> <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withdrawn.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. <br /> <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully <br />set forth in the body of this Agreement. <br /> <br /> <br />{Signatures on following page} <br /> <br />