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17. JURISDICTION - VENUE <br />This Agreement has been executed and delivered in the State of California and the validity, <br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be <br />determined and governed by the laws of the State of California. Both parties further agree that Orange <br />County, California, shall be the venue for any action or proceeding that may be brought or arise out of, <br />in connection with or by reason of this Agreement. <br />18. PROFESSIONAL LICENSES <br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and <br />required by the laws and regulations of the United States, the State of California, the City of Santa Ana <br />and all other governmental agencies. Consultant shall notify the City immediately and in writing of <br />its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said <br />inability shall be cause for termination of this Agreement. <br />19. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the power, <br />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 <br />fees, for any injuries or damages to City in the event that such authority or power is <br />not, in fact, held by the signatory or is withdrawn.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 />20. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall <br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or <br />certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner <br />provided in this Section, to the following persons: <br />To City: <br />Clerk of the City Council <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />Fax: 714- 647-6956 <br />With courtesy copies to: <br />Chief of Police <br />City of Santa Ana <br />20 Civic Center Plaza (M-97) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Page 6 of 6 <br />