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18. 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 determined <br /> and governed by the laws of the State of California. Both parties further agree that Orange County, <br /> California, shall be the venue for any action or proceeding that may be brought or arise out of, in <br /> connection with or by reason of this Agreement. <br /> 19. PROFESSIONAL LICENSES <br /> Contractor shall,throughout the term of this Agreement,maintain all necessary licenses,permits, <br /> approvals,waivers,and exemptions necessary for the provision of the services hereunder and required by <br /> the laws and regulations of the:United States,the State of California,the City of Santa Ana and all other <br /> governmental agencies. Contractor shall notify the City immediately and in writing of its inability to <br /> obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be <br /> cause for termination of this Agreement. <br /> 20. 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 Agreement, <br /> and shall indemnify City fully, including reasonable costs and attorney's fees, for any <br /> injuries or damages to City in the event that such authority or power is not,in fact,held by <br /> the signatory or is withdrawn. <br /> b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth <br /> in the body of this Agreement. <br /> 21. NOTICE <br /> Any notice,tender,demand,delivery,or other communication pursuant to this Agreement shall be <br /> 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 provided <br /> in this Section,to the following persons: <br /> To City, <br /> Cleric 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 92702-1998 <br /> f Fax: 714-647-6956 <br /> i <br /> With courtesy copies to: <br /> Nabil Saba <br /> Executive Director,Public Works Agency <br /> I <br /> i <br /> &nbsp; <br /> City Council <br /> &nbsp;22&ndash;&nbsp;I I <br /> 5/3/2022 <br /> &nbsp; <br />