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agree that Orange County, California, shall be the venue for any action or proceeding that <br />may be brought or arise out of, in connection with or by reason of this Agreement. <br />15. PROFESSIONAL LICENSES <br />PROMOTER shall, throughout the terms of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services <br />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. PROMOTER shall <br />notify the City immediately and in writing of her 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 />16. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow 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not, in fact, held by the signatory or is withdrawn.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 />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year <br />first above written. <br />ATTEST CITY OF SANTA A <br />PATRICIA HEALY AVID N. REAM <br />Clerk of the Council City Manager <br />APPROVED AS TO FORM: <br />JOSEPH W.FLETCHER <br />City Attorney <br />By: 1 <br />Michael Vigliotta <br />Deputy City Attorney <br />