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15. ATTORNEYS FEES
<br />In the event an action is commenced by either party to enforce any rights under this
<br />Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and court
<br />costs, in addition to any other relief granted by the Court.
<br />16. DISCRIMINATION
<br />AUDITOR shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
<br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
<br />other employment related activities or any activities under this Agreement. AUDITOR affirms
<br />that it is an equal opportunity employer and shall comply with all applicable federal, state and
<br />local laws and regulations,
<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 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 />18. PROFESSIONAL LICENSES
<br />AUDITOR shall, 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 regulations of the United States, the State of California,
<br />the City of Santa Ana and all other governmental agencies. AUDITOR 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 />19. 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, and shall
<br />indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to
<br />CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
<br />b. Captions and headings in this Agreement, including the title of this Agreement, are for
<br />convenience only and are not to be considered in construing this Agreement.
<br />c. All Exhibits referenced herein and attached hereto shall be incorporated as if filly set
<br />forth in the body of this Agreement,
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