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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 term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder <br />and required by the laws and regulations of the United States, the State of Califon-ia, the City of <br />Santa .Ana and all other governmental agencies. Contractor shall notify the City immediately arad <br />in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and <br />exemptions, Said inability shall be cause 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 indemnnify City fully, including reasonable costs and <br />attorneys fees, for any injuries or damages to City in the event that such authority <br />or power is riot, in fact, held by the signatory or is withdrawn.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 />1►�►���1;�7�-�11C� <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement <br />shall be in writing andshall be deemed to be properly given if delivered in person or mailed by <br />first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in <br />the manner provided in this Section, to the :following persons: <br />To City; <br />Clerk of the City Council <br />City of Santa Ana <br />20 Civic Center :Plaza (M-30) <br />P.Q. Box 1988 <br />Santa Ana, CA 92702-1.988 <br />Fax: 714- 647-6956 <br />City Council 19 —11 1 OA�=QF 7 1 <br />