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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 California, the City of <br />Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and <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 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or power is not, in fact, held by the signatory or is withdrawn.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 />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first <br />above written. <br />ATTEST: <br />pl: <br />enmfe all <br />r Clerk <br />APPROVED AS TO FORM <br />SONIA R. CARVALHO <br />City Attorney <br />By: i <br />'Brandon Salvatierra <br />Deputy City Attorney <br />CITY OF SANTA ANA <br />Kristine Ridge <br />City Manager <br />CONTRACTOR <br />&eyeii T. Nen <br />Steven P. Nero Ol n8, 2023 MIS PDT) <br />Steven Nero <br />President <br />Hawk 1 <br />EXCC� l7ir <br />Parks, Recreation, and Community Services Agency <br />Page 9 of 9 <br />