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14. JURISDICTION - VENUE <br />This Agreement and all questions relating to its validity, interpretation, <br />performance, and enforcement shall be governed and construed in accordance with the <br />laws of the State of California. Both parties further agree that Orange County, California, <br />shall be the venue for any action or proceeding that may be brought by the parties hereto <br />or arises out of, or in connection with or by reason of this Agreement. <br />15. PROFESSIONAL LICENSES <br />Contractor 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 />Contractor shall notify the City immediately and in writing of its inability to obtain or <br />maintain such permits, licenses, approvals, waivers, and exemptions. Said inability may, <br />at the City's discretion, be cause for termination of 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 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held by the signatory or is withdrawn.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 <br />fully set forth in the body of this Agreement. <br />