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(u) any rights of copyright to which the subcontractor purchases ownership with <br />support through this grant. The Federal government's, SAA's and City's rights <br />identified above must be conveyed to the publisher and the language of the <br />publisher's release form must ensure the preservation of these rights. <br />15. DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as deftned and prohibited <br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or <br />other employment related activities. Consultant affirms that it is an equal opportunity employer <br />and shall comply with all applicable federal state and local laws and regulations. <br />16. 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 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 />17. PROFESSIONAL LICENSES <br />Consultant shalt, 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 rcgulatiolrsof the United States, the State of California, <br />the City of Santa Ana and all other governmental agencies. Consultant shall, notify the City <br />immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, <br />waivers, and exemptions. Said inability shall be cause for termination of this Agreement. <br />1s. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, <br />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 <br />injuries or damages to City in the event that such authority or power is not, in fact; held by <br />the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fially set forth <br />in the body of this Agreement. <br />(SIGNATURES ON NEXT PAGE) <br />10 <br />