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EXHIBIT 2 <br />14. JURISDICTION - VENUE <br />This Agreement and all questions relating to its validity, interpretation, performance, and <br />enforcement shall be government and construed in accordance with the laws of the State of <br />California. 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 />15. 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 <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. Consultant shall notify the Authority <br />immediately and in writing of her inability to obtain or maintain such permits, Iicenses, <br />approvals, waivers, and exemptions. Said inability shall be cause for termination of this <br />Agreement. <br />16. MISCELLANEOUS PROVISIONS <br />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 Authority fully, including reasonable costs and attorney's fees, for any injuries or <br />damages to Authority in the event that such authority or power is not, in fact, held by the signatory <br />or is withdrawn. <br />(Signatures on follou,ing page] <br />5 <br />5-29 <br />