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20. JURISDICTION - VENUE <br />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 <br />Agreementshall be determined and governed by the laws of the State of California. Both <br />parties further agree that Orange County, California, shall be the venue for any action or <br />proceeding that maybe brought or arise out of, in connection with or by reason of this <br />Agreement. <br />21. PROFESSIONAL LICENSES <br />Contractor shall, throughout the term of this Agreement, maintain all necessary <br />licenses, permits, approvals, waivers, and exemptions necessary for the provision of the <br />services hereunder and required by the laws and regulations of the United States, the State of <br />California, the City of Santa Ana and all other governmental agencies. Contractor shall notify <br />the City immediately and in writing of its inability to obtain or maintain such permits, <br />licenses, approvals,waivers, and exemptions. Said inability shall be cause for termination of <br />this Agreement. <br />22. 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 this <br />Agreement,and shall indemnify City fully, including reasonable costs and attorney's <br />fees, for any injuries or damages to City in the event that such authority or power is <br />not, in fact, held bythe signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forthin the body of this Agreement. <br />c. If any provision of this Agreement or the application thereof to any person or <br />circumstance shall, to any extent, be invalid or unenforceable, the remainder of this <br />Agreement, or the application of such term or provision to persons or circumstances other <br />than those as to which it is held invalid or unenforceable, shall not be affected thereby, <br />and each such term of this Agreement shall be valid and be enforced to the fullest extent <br />permitted by law. <br />d. No action or failure to act by City or Contractor shall constitute a waiver of a right or <br />duty afforded them under this Agreement, nor shall such action or failure to act <br />constitute approval of or acquiescence in a breach thereunder, except as may be <br />specifically agreed in writing. <br />[Signatures on the following page] <br />13 <br />