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14. JURISDICTION -VENUE <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 />15. PROFESSIONAL LICENSES <br />OCCC shall, throughout the term 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 California, <br />the City of Santa Ana and all other governmental agencies. OCCC shall notify the CITY <br />immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, <br />waivers, and exemptions. If needed, CITY shall obtain any necessary permits and/or licenses for <br />the work contemplated herein. <br />16. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, <br />authority and right to bind their respective parties to each of the terms of this AGREEMENT, and <br />shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or <br />damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is <br />withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in <br />the body of this AGREEMENT. <br />// <br />// <br />// <br />// <br />// <br />// <br />// <br />// <br />// <br />