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State of California. Both parties further agree that Orange County, California, shall be <br />the venue for any action or proceeding that may be brought or arise out of, in connection <br />with or by reason of this Agreement. <br />15. PROFESSIONAL LICENSES <br />Consultant 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 <br />State of California, the City of Santa Ana and all other governmental agencies. <br />Consultant shall notify the City immediately and in writing of her inability to obtain or <br />maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall <br />be cause for termination of this Agreement. <br />16. MATERIALMAN LIENS <br />In the event LINEAR SYSTEMS fails or neglects to pay for any product installation, <br />maintenance or other Service obligations incurred under this Agreement and a demand or <br />request is made on the CITY for payment, the CITY shall have the right to make such <br />payments and deduct the sum from any amount that may be due to LINEAR SYSTEMS. <br />The CITY decision to take such action in one situation shall not create an obligation on <br />the part of the CITY to take similar action in another situation, nor shall it constitute a <br />waiver of the CITY right to prosecute any other legal remedy it may have against <br />LINEAR SYSTEMS. LINEAR SYSTEMS shall indemnify and hold harmless the CITY <br />from any and all liens. <br />17. 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 fees, <br />for any injuries or damages to City in the event that such authority or power is not, in fact, <br />held by the signatory or is withdrawn.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 />C. Consultant agrees to adequately and properly protect his work and to <br />adhere to and shall be responsible for initiating, maintaining and supervising all safety <br />precautions and programs in connection with the performance of the Work and shall <br />comply with all OSHA requirements. <br />d. Consultant shall, at its expense, at all times keep the premises free from <br />accumulation of debris, waste material and rubbish, and at the completion of the work. <br />Workers shall remove their tools and equipment and all surplus materials, debris, waste <br />material and rubbish and shall leave the premises in a neat and clean condition. If <br />