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15. 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 />16. PROFESSIONAL LICENSES <br />Consultant 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. Consultant 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 />17. MISCELLANEOUS PROVISIONS <br />a. Whenever the terms of this Agreement conflict directly with terms of any Exhibit <br />incorporated herein by reference, then the terms and intent of this Agreement shall prevail solely <br />with respect to any such directly conflicting provisions, or portions thereof and shall be controlling. <br />b. Each undersigned represents and warrants that its signature herein below has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall <br />indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to <br />City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br />c. This Agreement must be signed below and may be signed in counterpart and delivered <br />by fax, emailed as a PDF (Portable Document Format) file attachment, or by other means that <br />displays the original or a copy of the signatures. Any subsequent amendments may be signed and <br />delivered in the same manner. <br />{Signatures on following page} <br />Page 12 of 13 <br />