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<br /> <br /> <br /> <br /> <br /> <br /> <br /> 13. JURISDICTION - VENUE <br /> <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 California. 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 /> 14. PROFESSIONAL LICENSES <br /> <br /> Contractor 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. Contractor shall notify the City <br /> immediately and in writing of her inability to obtain or maintain such permits, licenses, <br /> approvals, waivers, and exemptions. Said inability shall be cause for termination of this <br /> Agreement. <br /> 19. MISCELLANEOUS PROVISIONS <br /> <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 City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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 /> <br /> b. Captions and headings in this Agreement, including the title of this Agreement, are for <br /> convenience only and are not to be considered in construing this Agreement. <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> 5 <br />