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10, JURI$IALCTION. VENUE <br />'l'his Agreement has boon executed and deiivored in the State of California and the validity, <br />.Interpretation, performance, and onforceinent of any of the clauses of this Agreement shall be <br />dete.rinitled and governed by the laws of the State of California,. Both parties further agree that <br />Oraiije County, California, shall be the venue for any action or proceeding that may bobrought or <br />arise out of, in connection with or by reason of this Agreement. <br />20. PROPIESSLONALa L,ICEIVSES. <br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, <br />pormits, approvals, waivers, and exemptions necessary for the.provision of the services hereunder <br />and reituhed, by the laws and regulations of the United States, the State of California, the .City of <br />Santa Ana and all other governments] agencies. Consultant shall notify the ijity immediately and <br />I <br />n writing of its. inability to obtain .or maintain such permits licenses, approvals, waivers, ayz41 <br />ekomptloim Said inability shall be cause for terminatidn of this Agt'eetrient, <br />21. MISCELLANEOUS PROVLSIONS <br />a, Each undersigned topresents and warrants that its signaturelrcrein below lids the <br />power, authority and right to. bind their respective parties to each of the terms of <br />this Agreement, and shall indeinnify City filly, including reasonable costs and <br />attorney's fees, for any iqj cries or damages to City in the event that such autbotity <br />or power is not, in fact, hold by the signatory or is withdrawn. <br />-b. All exhibits refereitccd herein and attached hereto shall be ittc:orpotated as -if fiiliy <br />set forth in the body of this A.giaoinent. <br />[signature page to tbllovy) <br />tF12067v2 Page 0.0f T9 <br />