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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 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 />Broker 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. Broker shall notify the City immediately and in <br />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City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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. 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 />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year <br />first above written. <br />ATTEST: <br />MARIA D. HUIZAR <br />Clerk of the Council <br />APPROVED AS TO FORM: <br />SONIA R. CARVALHO <br />City Attorney <br />By:X-I4A <br />Laura Sheedy <br />Assistant City Attorney <br />CITY F SANTA ANA <br />PAUL M. WALTERS <br />City Manager <br />FIRETEC <br />B BARA BAUMANN <br />Principal <br />EXHIBIT A