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<br />This Agreement has been executed and delivered in the State of Cali fomi a and the <br />validity. interpretation, performance, and enforcement of any of the clauses of this <br />Agreement shall be determined and govemed by the laws of the State of California. Both <br />parties further agree that Orange Cmmty, California, shall be the venue for any action or <br />proceeding that may be brought or arise out of, in connection with or by reason of this <br />Agreement. <br /> <br />14. PROFESSIONAL LICENSES <br /> <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 Califomia, 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 pelmits. licenses, approvals. waivers, and exemptions. Said inability shall <br />be cause for termination of this Agreement. <br /> <br />15. MISCELLANEOUS PROVISIONS <br /> <br />a. Each undersigned represents and warrants that its signature herein below has the <br />power, authority and right to bind their respective parties to each of the tenns of this <br />Agreement, and shall indemnify City fully, including reasonable costs and attomey's fees, <br />for any injuries or damages to City in the event that such authority or power is not, in filet, <br />held by the signatory or is withdrawn. <br /> <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as iffully <br />set fOlth in the body of this Agreement. <br /> <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and <br />year first above written. <br /> <br />ArrEST: <br /> <br />LI~la1N'< ,D .M-JI/ <br />MARIA D. HUIZAR <br />Clerk of the Council <br /> <br />~ <br /> <br />PAULM. WALTERS <br />Interim City Manager <br /> <br />APPROVED AS TO FORM: <br /> <br /> <br /> <br />kv-r- .:n <br />{?'I'-e ~ '.J c..=::: <br />D\(ec~ <br /> <br />6 <br />