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<br />This Agreement and all questions relating to its validity, interpretation, <br />performance, and enforcement shall be government and construed in accordance with <br />the laws of the State of California. This Agreement has been executed and delivered in <br />the State of California and the validity, interpretation, performance, and enforcement of <br />any of the clauses of this Agreement shall be determined and governed by the laws of <br />the State of California. Both parties further agree that Orange County, California, shall <br />be the venue for any action or proceeding that may be brought or arise out of, in <br />connection with or by reason of this Agreement. <br /> <br />15. PROFESSIONAL LICENSES <br /> <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 <br />shall be cause for termination of this Agreement. <br /> <br />16. MISCELLANEOUS PROVISIONS <br /> <br />a. Each undersigned represents and warrants that its signature hereinbelow has <br />the 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 attomey'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held by the signatory or is withdrawn.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 /> <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if <br />fully set forth in the body of this Agreement. <br /> <br />7 <br />