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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CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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 fully set <br />forth in the body of this Agreement. <br />Page 8 of 9 <br />