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shall be determined and governed by the laws of the State of California. Both parties further <br /> agree that Orange County, California, shall be the venue for any action or proceeding that may be <br /> brought or arise out of, in connection with or by reason of this Agreement. <br /> 16. PROFESSIONAL LICENSES <br /> Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, <br /> permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder <br /> and required by the laws and regulations of the United States, the State of California, the City of <br /> Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and <br /> in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and <br /> 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 City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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 /> CITY OF SANTA ANA II <br /> ATTEST: <br /> MARIA R. HUIZAR DAVID N. REAM <br /> Clerk of the Council City Manager <br /> APPROVED AS TO FORM: CLINICAL LABORATORY OF <br /> SAN BERNADINO <br /> JOSEPH W.FLETCHER <br /> City Attorney <br /> By: <br /> Laura Sheedy BOB GLAUBIG <br /> <br /> Assistant City Attorney Laboratory Director <br /> Tax ID # <br /> 25G-8 <br /> <br />