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EXHIBIT 1 <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 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 />17. PROFESSIONAL LICENSES <br />Provider 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 Sates, the State of California, <br />the City of Santa Ana and all other governmental agencies. Provider shall notify the City <br />immediately and in writing of her inability to obtain or maintain such permits, licenses, <br />approvals, waivers, and exemptions. Said inability shall be cause for termination of this <br />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 <br />this Agreement, and shall indemnify City fully, including reasonable costs and <br />attomcy's fees, for any injuries or damages to City in the event that such authority <br />or power is not, in fact, held by the signatory or is withdrawn.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 <br />set forth in the body of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year <br />first above written. <br />ATTEST: <br />NORMA MITRE <br />Acting Clerk of the Council <br />APPROVED AS TO FORAI: <br />SONIA R. CARVALHO <br />City <br />Attorney nn <br />C_ Nyta tt . <br />By: LAURA A. ROSSINI <br />Senior Assistant City Attorney <br />CITY OF SANTA ANA <br />KRISTINE RIDGE <br />City Manager <br />[Signatures continue on the next page] <br />Page 7 of 9 <br />25A-9 <br />