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that it is an equal opportunity employer and shall comply with all applicable federal, state and <br />local laws and regulations. <br />15. JURISDICITON - 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 <br />agree that Orange County, California, shall be the venue for any action or proceeding that may <br />be brought or arise out of, in connection with or by reason of this Agreement. <br />16. PROFESSIONAL LICENSES <br />Attorneys shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services <br />hereunder and required by the laws and regulations of the United States, the State of California, <br />the City of Santa Ana and all other governmental agencies. Attorneys shall notify the City <br />immediately and in writing of the inability to obtain or maintain such permits, licenses, <br />approvals, waivers, and exemptions. Said inability shall be cause for termination of this <br />Agreement. <br />17. MISCELLANEOUS PROVISIONS <br />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 <br />shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or <br />damages to City in the event that such authority or power is not, in fact, held by the signatory or <br />is withdrawn. <br />18. COUNTERPARTS; SIGNATURES <br />This Agreement may be executed in counterparts, secured via facsimile transmission, <br />email, or otherwise, each of which shall be deemed to be an original. Photocopies of any executed <br />counterpart shall have the same force and effect as an original. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and <br />year first above written. <br />CITY OF SANTA ANA <br />- Z4�0*xxo <br />Tom Hatch <br />Interim City Manager <br />