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activities under this Agreement. Consultant affirms that it is an equal opportunity <br />employer and shall comply with all applicable federal, state and local laws and <br />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 <br />Agreement shall be determined and governed by the laws of the State of California. The <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 />17. PROFESSIONAL LICENSES <br />Consultant 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 <br />State of California, the City of Santa Ana and all other governmental agencies. <br />Consultant shall notify the City immediately and in writing of its inability to obtain or <br />maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall <br />be cause for termination of this Agreement. <br />18. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the <br />power, authority and right to bind their respective parties to each of the terms of this <br />Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, <br />for any injuries or damages to City in the event that such authority or power is not, in fact, <br />held by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully <br />set forth in the body of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and <br />year first above written. <br />ATTEST: CITY OF SANTA ANA <br />MARIA D. HUIZAR <br />Clerk of the Council <br />Page 7 of 8 <br />25F -9 <br />DAVID CAVAZOS <br />City Manager <br />