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13 <br /> <br />20. JURISDICTION - VENUE <br /> <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 />Agreement shall 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 may be brought or arise out of, in connection with or by reason of this <br />Agreement. <br /> <br />21. PROFESSIONAL LICENSES <br /> <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 exe mptions. Said inability shall be cause for termination of <br />this Agreement. <br /> <br />22. MISCELLANEOUS PROVISIONS <br /> <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not, in fact, held by the signatory or is withdrawn. <br /> <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br /> <br />c. I f any provis ion of t his Agreement or t he app lication t hereof to any person or <br />circ umstance sha ll, t o any extent , be inva lid or unenforceable, t he remainder of t his <br />Agreement, or t he application of such t erm or pro vision to persons or circ umstances ot her <br />t han t hose as to which it is held inva lid or unenforceable, shall not be affect ed t hereby, <br />and each such t erm of t his Agreement shall be va lid and be enforced to t he fu llest extent <br />permitted by law. <br /> <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 /> <br /> <br /> <br /> <br />[Signatures on the following page]