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16. 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 />17. ATTORNEY'S FEES <br />Should any litigation be commenced between the parties to this Agreement concerning the work <br />which is the subject of this Agreement, any provision of this Agreement, or the rights and obligations of <br />either in relation thereto, each party shall be responsible for its own attorney's fees and costs. <br />18. TIME OF ESSENCE <br />Time is of the essence in performance of this Agreement. <br />19. EXCLUSIVITY OF AGREEMENT <br />This Agreement supersedes any and all other agreements, either oral or in writing, between the <br />parties hereto with respect to hiring of Contractor by City, and contains all the covenants and conditions <br />between the parties with respect to such employment in any manner whatsoever. Each party to this <br />Agreement, acknowledges that no representations, inducements, promises, or agreement, orally or otherwise, <br />have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and <br />that any other agreement or amendment to this Agreement shall be effective only if executed in writing and <br />signed by City and Contractor. <br />21. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority <br />and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City <br />fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such <br />authority or power is not, in fact, held by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the <br />body of this Agreement. <br />/// <br />/// <br />5 <br />