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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 farther <br />agree that Orange County, California, shall be the venue for any action or proceeding that may <br />be brought or also out of, in connection with or by reason of this Agreemment. <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 <br />hereunder and required by the laws and regulations of the United Stakes, the State of Califmrda, <br />the City of Santa Ana and all other governmental agencies. Consultant shall notify the City <br />immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, <br />waivers, and exemptions, Said inability shall be cause for termination of this Agreement. <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City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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 My set <br />faith in the body of this Agreement. <br />IN WI'T'NESS WTIEREOF, the parties hereto have executed this Agreement the date and year <br />first above written. <br />MARIA D. HUIZAR <br />Clerk of the Council <br />t <br />David Cavazos <br />City Manager <br />25K -9 <br />