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prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, <br />termination or other employment related activities. Contractor affirms that it is an equal <br />opportunity employer and shall comply with all applicable federal, state and local laws and <br />regulations. <br />22. JURISDICTION - VENUE <br />This Agreement and all questions relating to its validity, interpretation, performance, <br />and enforcement shall be government and construed in accordance with the laws of the State <br />of California. This Agreement has been executed and delivered in the State of California and <br />the validity, interpretation, performance, and enforcement of any of the clauses of this <br />Agreement shall be determined and governed by the laws of the State of California. Both <br />parties further agree that Orange County, California, shall be the venue for any action or <br />proceeding that may be brought or arise out of, in connection with or by reason of this <br />Agreement. <br />23. PROFESSIONAL LICENSES <br />Contractor shall, throughout the term of this Agreement, maintain all necessary <br />licenses, permits, approvals, waivers, and exemptions necessary for the provision of the <br />services hereunder and required by the laws and regulations of the United States, the State of <br />California, the City of Santa Ana and all other governmental agencies. Contractor shall <br />notify the City immediately and in writing of her inability to obtain or maintain such permits, <br />licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of <br />this Agreement. <br />24. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the <br />power, 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 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is withdrawn.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 />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date <br />and year first above written. <br />ATTEST: <br />Ae <br />ATRICIA E. HEALY <br />Clerk of the Council <br />CITY O SANTA A <br />David N. Ream <br />City Manager <br />11 <br />