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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 its 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City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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 />ATTEST: <br />MARIA D. HUIZAR <br />Clerk of the Council <br />CITY OF SANTA ANA <br />PAUL M. W ALTERS <br />City Manager <br />APPROVED AS TO FORM: <br />SONIA R. CARVALHO <br />City Attorney <br />By: Q , <br />La ra Sheedy <br />Assistant City Attorney <br />RECOMMENDED FOR APPROVAL: <br />iWATER, INC. <br />CJ? <br />DON RHODES <br />Owner <br />7 4,1 ?Ac/i <br />RAU GODINEZ, II <br />Executive Director - P A