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an equal opportunity employer and shall comply with all applicable federal, state and local <br />laws and regulations and as further specified in Certifications, Exhibit C, attached hereto <br />and incorporated in this Agreement by reference. <br />17. 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 <br />Agreement shall be determined and governed by the laws of the State of California. Both <br />parties fither 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 />18. PROFESSIONAL LICENSES <br />Consultant shall, throughout the tern 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 <br />of California, the City of Santa Ana and all other governmental agencies. Consultant shall <br />notify the City immediately and in writing of its inability to obtain or maintain such <br />permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for <br />termination of this Agreement. <br />19. MISCELLANEOUS PROVISIONS <br />a. Additional provisions, if any are identified as Additional Provisions, <br />Exhibit D, attached hereto and incorporated into this Agreement by <br />reference. <br />b. Each undersigned represents and warrants that its signature herein below <br />has the power, authority and right to bind their respective parties to each. <br />of the terms of this Agreement, and shall indemnify City fully, including <br />reasonable costs and attorney's fees, for any injuries or damages to City in <br />the event that such authority or power is not, in fact, held by the signatory <br />or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as <br />if fully set forth in the body of this Agreement. <br />