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19. 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 <br />Orange County, California, shall be the venue for any action or proceeding that may be brought or <br />arise out of, in connection with or by reason of this Agreement. <br />20. PROFESSIONAL LICENSES <br />Contractor shall, throughout the tern of this Agreement, maintain all necessary licenses, <br />reeessary for tke provisinm�r the services <br />and required by the laws and regulations of the United States, the State of California, the City of <br />Santa Ana and all other governmental agencies. Contractor shall notify the City immediately <br />and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, <br />and exemptions. Said inability shall because for termination of this Agreement. <br />21. 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 />attorney'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or power is not, in fact, held by the signatory or is withdrawn.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 />C. In the event of any conflict or inconsistency between the terms and conditions in this <br />Agreement and any terms or conditions set forth in any Exhibit, purchase order, or other <br />document relating to the transactions contemplated by this Agreement, the terms and <br />conditions set forth in this Agreement shall prevail. <br />d. This Agreement is the final and complete agreement and any prior or contemporaneous <br />agreement(s) for similar services between the parties is superseded by this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first <br />above written. <br />ATTEST: CITY OF SANTA ANA <br />—DAISY GOMEZ STINE RIDGIf <br />Clerk of the Council City Manager <br />[signatures continued on next page] <br />