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of the clauses of this Agreement shall be determined and governed by the laws of the <br />State of California. Both parties further agree that Orange County, California, shall be the <br />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 />23. 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 shall <br />be cause for termination of this Agreement. <br />24. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants by its signature herein below <br />that they have the power, authority and right to bind their respective parties to each of the <br />terms of this Agreement, and shall indemnify City fully, including reasonable costs and <br />attorney's fees, for any injuries or damages to City in the event that such authority or <br />power is not, in fact, held by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as <br />if fully set forth in the body of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the <br />date and year first above written. <br />ATTEST: <br />%ice - <br />�� w <br />PATRICIA E. HE <br />ALY <br />Clerk of Council <br />APPROVED AS TO FORM: <br />JOSEPH W.FLETCHER <br />City Attorney <br />By:,' <br />Jose Sandoval <br />Assistant City Attorney <br />CITY OF SANT ANA <br />David N. Ream <br />City Manager <br />11 <br />