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14. 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 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 />15. PROFESSIONAL - LICENSES <br />VENDOR shall, throughout the term of this AGREEMENT, maintain all necessary <br />licenses, 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. VENDOR 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 />16. 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 <br />shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or <br />damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is <br />withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br />c. This AGREEMENT must be signed below and may be signed in counterpart and <br />delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that <br />displays the original or a copy of the signatures. Any subsequent amendments may be signed and <br />delivered in the same manner. <br />{Signatures on following page} <br />7 <br />