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15. 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 Agreement <br />shall be determined and governed by the laws of the State of Califomia. Both parties further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may <br />be brought or arise out of, in connection with or by reason of this Agreement. <br />16. PROFESSIONAL LICENSES <br />ICMA 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. ICMA shall notify the City <br />immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, <br />waivers, and exemptions. Said inability shall be cause for termination of this Agreement. <br />17. 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 shall <br />indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to <br />City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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 if fully set <br />forth in the body of this Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year <br />first above written. <br />A <br />PATRICIA E. HEALY <br />Clerk of the Council <br />APPROVED AS TO FORM: <br />JOSEPH W. FLETCHER <br />City Attorney <br />By. ~~ _ ~ ~ ~~~~(~ t <br />Lauf-a Sheedy <br />Assistant City Attorney <br />CITY OF SANTA ANA <br />DAVID N. <br />City Manager <br />ICMA <br />t ~ <br />(NAMES r' <br />(Title) <br />Tax ID# 3 ~ <br />~., - <br />~.~ . 4 ,~`~<< , <br />tip' c• . j'Tc-~ C ~ ~ .., , . <br />Ltil<<~-,~ J~ ~,~,,~~ 1t~,r,.~ <br />,_~1t,1~SS <br />